Issuer:

Ball Corporation

Title of Securities:

5¾% Senior Notes due 2021

Offering Size:

$500,000,000, which represents an increase of $100,000,000 from the amount offered under the Preliminary Prospectus Supplement dated November 15, 2010.

Trade Date:

November 15, 2010

Expected Settlement Date:

November 18, 2010 (T+3)

Maturity Date:

May 15, 2021

Coupon:

5¾%

Price to Public:

100.000%

Yield Per Annum:

5.750%

Net Proceeds (before Expenses)

$493,125,000

Interest Payment Dates:

May 15 and November 15

First Interest Payment Date:

May 15, 2011

Record Dates:

May 1 and November 1

Optional Redemption:

Make-whole at T+50, plus accrued and unpaid interest, until November 15, 2015

At any time on or after November 15, 2015, the Issuer may redeem the Notes at its option, in whole or from time to time in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period commencing on November 15 of the years set forth below:

Date

Price

2015

102.875

%

2016

101.917

%

2017

100.958

%

2018 and thereafter

100.000

%

Optional Redemption with Net Cash Proceeds of Equity Offerings:

At any time prior to November 15, 2013, the Issuer may redeem at its option, on one or more occasions, in the aggregate up to 35% of the aggregate principal amount of the Notes, including additional notes, if any, issued under the indenture at 105.750%, plus accrued and unpaid interest to the redemption date; provided that at least 65% of the aggregate principal amount of the Notes, including additional notes, if any, issued under the indenture remain outstanding after each such redemption, excluding Notes held by the Issuer and its Subsidiaries.

Change of Control:

101%, plus accrued and unpaid interest

Joint Book-Running Managers:

Merrill Lynch, Pierce, Fenner & Smith Incorporated
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
Barclays Capital Inc.

Co-managers:

RBS Securities Inc.
KeyBanc Capital Markets Inc.
Wells Fargo Securities, LLC
BNP Paribas Securities Corp.
US Bancorp Investments, Inc.
Rabo Securities USA, Inc.
Commerz Markets LLC

CUSIP/ISIN Numbers:

CUSIP: 058498 AQ9
ISIN: US058498AQ98

Use of Proceeds:

We intend to use the net proceeds from this offering to repay the borrowings under our U.S. dollar denominated secured term loan facility and for general corporate purposes, which may include potential investments in strategic alliances and

acquisitions, the refinancing or repayment of debt, working capital, share repurchases or capital expenditures.

Additional Changes to the Preliminary Prospectus Supplement:

Capitalization:

As Adjusted information set forth on page S-20 of the Preliminary Prospectus Supplement dated November 15, 2010 is revised as follows: (amounts in millions)

 Cash and cash equivalents shall be increased from $262.2 to $360.8.

The Notes offered hereby shall be increased from $400.0 to $500.0.

Total long-term debt, including current portion shall be increased from $2,680.4 to $2,780.4.

Total capitalization shall be increased from $4,420.8 to $4,520.8.