BALL CORP
10-Q, 1994-11-15
METAL CANS
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                   SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q


             [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended October 2, 1994


                         Commission file number 1-7349

                                BALL CORPORATION

                          State of Indiana 35-0160610

                      345 South High Street, P.O. Box 2407
                             Muncie, IN 47307-0407
                                  317/747-6100


       Indicate by check mark whether the  registrant  (1) has filed all reports
       required  to be filed by Section 13 or 15(d) of the  Securities  Exchange
       Act of 1934 during the  preceding 12 months (or for such  shorter  period
       that the registrant was required to file such reports),  and (2) has been
       subject to such filing  requirements for the past 90 days. Yes [ X ]
       No [  ]

       Indicate the number of shares outstanding of each of the issuer's classes
       of common stock, as of the latest practicable date.

             Class                        Outstanding at September 30, 1994  
       -----------------                  ---------------------------------
       Common Stock,
         without par value                         29,812,232 shares       



<PAGE>



                       Ball Corporation and Subsidiaries
                         QUARTERLY REPORT ON FORM 10-Q
                      For the period ended October 2, 1994



                                     INDEX



                                                               Page Number
                                                               ----------- 
PART I.   FINANCIAL INFORMATION:

Item 1.   Financial Statements

          Unaudited Condensed Consolidated Statement of
             Income for the three and nine month periods
             ended October 2, 1994, and October 3, 1993               3

          Unaudited Condensed Consolidated Balance Sheet
             at October 2, 1994, and December 31, 1993                4

          Unaudited Condensed Consolidated Statement of
             Cash Flows for the nine month periods ended
             October 2, 1994, and October 3, 1993                     5

          Notes to Unaudited Condensed Consolidated
             Financial Statements                                  6 - 7

Item 2.   Management's Discussion and Analysis of
             Financial Condition and Results of Operations         8 - 10

PART II.   OTHER INFORMATION                                        11




<PAGE>


PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements
<TABLE>

                       Ball Corporation and Subsidiaries
              UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME
                 (Millions of dollars except per share amounts)

<CAPTION>
                                             Three months ended     Nine months ended
                                             ------------------    --------------------
                                             Oct. 2,   Oct. 3,     Oct. 2,      Oct. 3,
                                              1994       1993        1994        1993
                                             ------    --------    --------    --------
<S>                                         <C>       <C>         <C>         <C>
Net sales                                   $717.5    $  680.2    $1,981.4    $1,876.1
                                             ------    --------    --------    --------

Costs and expenses
  Cost of sales                              636.0       612.1     1,773.2     1,688.0
 General and administrative expenses          24.4        27.3        68.6        74.3
 Selling and product development              
   expenses                                    7.2         6.8        21.1        19.0
 Restructuring and other                       2.3        14.0         2.3        14.0
 Interest expense                             10.5        11.6        31.9        35.8
                                             ------    --------    --------    --------
                                             680.4       671.8     1,897.1     1,831.1
                                             ------    --------    --------    --------

Income from continuing operations
  before taxes on income                      37.1         8.4        84.3        45.0
Provision for taxes on income                (13.8)       (3.8)      (31.3)      (17.2)
Minority interest                             (1.1)       (1.1)       (3.2)       (2.9)
Equity in earnings of affiliates               1.1         0.3         1.2         1.3
                                             ------    --------    --------    --------

Net income from:
  Continuing operations                       23.3         3.8        51.0        26.2
  Alltrista operations                          --          --         --          2.1
                                             ------    --------    --------    --------
Net income before cumulative effect
  of changes in accounting principles         23.3         3.8        51.0        28.3
Cumulative effect of changes in
  accounting principles, net of tax benefit     --          --         --        (34.7)
                                             ------    --------    --------    --------

Net income (loss)                             23.3         3.8        51.0        (6.4)
Preferred dividends, net of tax benefit       (0.8)       (0.8)       (2.4)       (2.4)
                                             ------    --------    --------    --------

Net earnings (loss) attributable to
  common shareholders                       $ 22.5    $    3.0    $   48.6    $   (8.8)
                                             ======    ========    ========    ========

Earnings (loss) per share of common stock:
  Continuing operations                     $  0.76   $    0.10   $    1.64   $    0.84
  Alltrista operations                         --          --          --          0.07
  Cumulative effect of changes in
   accounting principles, net of tax benefit   --          --          --         (1.22)
                                             ------    --------    --------    --------
                                            $  0.76   $    0.10   $    1.64   $   (0.31)
                                             ======    ========    ========    ========
                                                                              
Fully diluted earnings (loss) per share:
  Continuing operations                     $  0.71   $    0.10   $    1.54   $    0.83
  Alltrista operations                         --          --          --          0.07
  Cumulative effect of changes in
   accounting principles, net of tax benefit   --          --          --         (1.21)
   benefit                                   ------    --------    --------    --------
                                            $  0.71   $    0.10   $    1.54   $   (0.31)
                                             ======    ========    ========    ========

Cash dividends declared per common share    $  0.15   $    0.31   $    0.45   $    0.93
                                             ======    ========    ========    ========
 
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


<PAGE>

<TABLE>
                       Ball Corporation and Subsidiaries
                  UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                             (Millions of dollars)

<CAPTION>
                                                         October 2,  December 31,
                                                            1994        1993
                                                          --------    --------
<S>                                                      <C>         <C>    
ASSETS
Current assets
  Cash and temporary investments                         $    9.6    $    8.2
  Accounts receivable, net                                  262.3       191.3
  Inventories
   Raw materials and supplies                               106.6        99.8
   Work in process and finished goods                       270.2       309.5
  Current deferred taxes on income and prepaid expenses      61.6        83.3
                                                          --------    --------
   Total current assets                                     710.3       692.1
                                                          --------    --------

Property, plant and equipment, at cost                    1,485.9     1,449.3
Accumulated depreciation                                   (702.5)     (626.6)
                                                          --------    --------
                                                            783.4       822.7
                                                          --------    --------

Goodwill and purchased intangible assets, net                98.5       101.5
                                                          --------    --------

Other assets                                                184.2       179.3
                                                          --------    --------

                                                         $1,776.4    $1,795.6
                                                          ========    ========  
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Short-term debt and current portion of long-term debt  $  146.8    $  123.9
  Accounts payable                                          187.6       157.3
  Salaries, wages and accrued employee benefits              97.0        85.8
  Other current liabilities                                  72.8        84.2
                                                          --------    --------
   Total current liabilities                                504.2       451.2
                                                          --------    --------

Noncurrent liabilities
  Long-term debt                                            402.7       513.3
  Deferred taxes on income                                   60.5        65.1
  Employee benefits and other                               193.8       191.4
                                                          --------    --------
   Total noncurrent liabilities                             657.0       769.8
                                                          --------    --------

Contingencies
Minority interest                                            15.2        15.9
                                                          --------    --------

Shareholders' equity
  Series B ESOP Convertible Preferred Stock                  68.1        68.7
  Unearned compensation - ESOP                              (57.4)      (58.6)
                                                          --------    --------
   Preferred shareholder's equity                            10.7        10.1
                                                          --------    --------

  Common stock (issued 30,833,660 shares - 1994;
     30,258,169 shares - 1993)                              256.1       241.5
  Retained earnings                                         364.4       332.2
  Treasury stock, at cost (1,032,327 shares - 1994;
    811,545 shares - 1993)                                  (31.2)      (25.1)
                                                          --------    --------
   Common shareholders' equity                              589.3       548.6
                                                          --------    --------

                                                         $1,776.4    $1,795.6
                                                          ========    ========

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


<PAGE>
<TABLE>
                       Ball Corporation and Subsidiaries
                        UNAUDITED CONDENSED CONSOLIDATED
                            STATEMENT OF CASH FLOWS
                             (Millions of dollars)

<CAPTION>
                                                        Nine months ended
                                                       -------------------
                                                       Oct. 2,     Oct. 3,
                                                        1994        1993
                                                       -------     -------
<S>                                                     <C>       <C> 
Cash flows from operating activities
  Net income (loss)                                     $ 51.0    $  (6.4)
  Reconciliation of net income (loss) to net cash
    provided by operating activities:
   Net income from Alltrista operations                    --        (2.1)
   Cumulative effect of changes in accounting
     principles, net of tax benefit                        --        34.7
   Restructuring and other                                 2.3       14.0
   Depreciation and amortization                          94.0       86.5
   Other, net                                              4.9       (5.6)
   Changes in working capital components excluding
     effects of acquisitions and Alltrista operations     (4.6)     (71.2)
     Sale of trade accounts receivable                     --        66.5
                                                         ------    -------
     Net cash provided by operating activities           147.6      116.4
                                                         ------    -------

Cash flows from financing activities
  Changes in long-term debt, including changes in
    amounts outstanding under revolving credit           
    agreements                                           (74.7)     116.4
  Principal payments of long-term debt (including
    refinancing of $101.6 million of Heekin              
    indebtedness in 1993)                                (43.3)    (159.3)
  Net change in short-term debt                           33.9       28.6
  Common and preferred dividends                         (16.4)     (29.0)
  Net proceeds from issuance of common stock under
    various employee and shareholder plans                14.6       17.7
  Other, net                                              (6.8)      (5.0)
                                                         ------    -------
     Net cash used in financing activities               (92.7)     (30.6)
                                                         ------    -------

Cash flows from investing activities
  Additions to property, plant and equipment             (59.4)     (88.7)
  Net cash provided to Alltrista operations                --        (8.0)
  Investment in packaging affiliates                      (2.9)      (7.7)
  Investment in company-owned life insurance, net          5.6       19.1
  Other, net                                               3.2       (1.4)
                                                         ------    -------
     Net cash used in investing activities               (53.5)     (86.7)
                                                         ------    -------

Net increase (decrease) in cash                            1.4       (0.9)
Cash and temporary investments:
  Beginning of period                                      8.2       14.5
                                                         ------    -------
  End of period                                         $  9.6    $  13.6
                                                         ======    =======

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.



<PAGE>


Ball Corporation and Subsidiaries
October 2, 1994

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General.

The accompanying unaudited condensed consolidated financial statements have been
prepared  by  the  company  without  audit.  Certain  information  and  footnote
disclosures,  including  significant  accounting policies,  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  However,  the company  believes that
the financial  statements reflect all adjustments which are necessary for a fair
statement of the results for the interim  period.  Results of operations for the
periods  shown  are  not  necessarily   indicative  of  results  for  the  year,
particularly  in  view  of  some  seasonality  in  packaging  operations.  It is
suggested that these unaudited condensed  consolidated  financial statements and
accompanying  notes  be read in  conjunction  with  the  consolidated  financial
statements and the notes thereto included in the company's latest annual report.

2. Reclassifications.

Certain prior year amounts have been  reclassified  in order to conform with the
1994 presentation of the consolidated  statement of income.  The operating costs
and  expenses   category  was  expanded.   In  addition,   freight  expense  was
reclassified  from  cost of sales  and is  reported  as a  reduction  in  sales.
Warehousing  and  shipping  expense was  reclassified  from  selling and product
development  expenses  and is reported  as an  increase in cost of sales.  These
changes did not effect reported net income or per share amounts.

3. Ball Packaging Products Canada, Inc. (Ball Canada).

Prior to the acquisition on April 19, 1991, of the lenders' position in the term
debt and 100 percent ownership of Ball Canada,  the company had owned indirectly
50 percent of Ball Canada through a joint venture  holding company owned equally
with Onex Corporation  (Onex).  The 1988 Joint Venture  Agreement had included a
provision under which Onex,  beginning in late 1993,  could "put" to the company
all of its  equity in the  holding  company at a price  based  upon the  holding
company's fair value.  Onex has since claimed that its "put" option  entitled it
to a minimum value founded on Onex's original  investment of approximately $22.0
million.  On December 9, 1993,  Onex served  notice on the company that Onex was
exercising  its alleged right under the Joint  Venture  Agreement to require the
company to purchase all of the holding  company  shares owned or  controlled  by
Onex,  directly  or  indirectly,  for an  amount  including  "approximately  $40
million"  in respect  of the Class A-2  Preference  Shares  owned by Onex in the
holding  company.  Such "$40 million" is expressed in Canadian dollars and would
represent approximately $30 million at the December 31, 1993, exchange rate.

The company's  position is that it has no obligation to purchase any shares from
Onex or to pay Onex any amount for such shares,  since,  among other things, the
Joint Venture  Agreement,  which included the "put" option,  is  terminated.  On
January 24, 1994, the Ontario Court (General  Division  Commercial List) ordered
that  Onex's  August  1993  Application  for  Rectification  to reform the Joint
Venture  Agreement  document be stayed,  and the Court  referred  the parties to
arbitration  on the matter.  Under date of January  31,  1994,  Onex  provided a
Notice of Appeal of the Court's order. On July 19, 1994, Onex gave notice to the
Court and the company that it was voluntarily abandoning the appeal. Onex is now
pursuing its claim in arbitration before the International  Chamber of Commerce.
The company filed its answer and counterclaim on September 12, 1994. The company
believes that it has  meritorious  defenses  against  Onex's  claims,  although,
because of the uncertainties  inherent in the arbitration  process, it is unable
to predict the outcome of such arbitration or other litigation as may arise.



<PAGE>


4. Shareholders' Equity.

Issued and outstanding  shares of the Series B ESOP Convertible  Preferred Stock
(ESOP  Preferred) were 1,828,098 shares at October 2, 1994, and 1,870,085 shares
at December 31, 1993.

5. Contingencies.

The Environmental  Protection Agency has designated the company as a potentially
responsible  party,  along with  numerous  other  companies,  for the cleanup of
several hazardous waste sites.  However, the company's  information at this time
does not indicate that these matters will have a material,  adverse  effect upon
financial condition, results of operations,  capital expenditures or competitive
position of the company.



<PAGE>



Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Consolidated net sales of $717.5 million for the third quarter of 1994 increased
5.5 percent  compared to the third  quarter of 1993.  For the nine month  period
ended October 2, 1994,  net sales  increased  5.6 percent to $2.0  billion.  The
increases in net sales were due  principally  to the inclusion of Heekin results
for the  full  period  in 1994  and  increased  sales  in the  commercial  glass
container  business as well as the Canadian metal packaging  business.  Heekin's
results in 1993 were included in  consolidated  results of  operations  from the
March 19, 1993, acquisition date.  Consolidated operating earnings for the third
quarter of 1994  increased  to $47.6  million  from  $20.0  million in the third
quarter of 1993. For the year-to-date  period,  consolidated  operating earnings
increased 43.8 percent to $116.2 million from the comparable period in 1993. The
1993  consolidated  operating  earnings  included a $14.0 million  pretax charge
($8.5 million after tax or 29 cents per share) for the third quarter  related to
write-downs of certain  inventories in the aerospace and communications  segment
to net realizable  value. The 1994  consolidated  operating  earnings included a
$2.3 million  pretax charge ($1.4 million after tax or five cents per share) for
costs  associated  with the  foreclosure  in September of certain  assets of the
former visual imaging generating  business which was sold in May. Excluding this
$14.0 million charge in 1993 and the $2.3 million  charge in 1994,  consolidated
operating  earnings would have increased 46.8% and 25.0% for the three-month and
nine-month periods, respectively.  These increases were due to improved domestic
beverage container and aerospace and communications results, as well as improved
results for the commercial glass business.

Consolidated  interest  expense for the third  quarter and nine month periods of
1994 was  $10.5  million  and $31.9  million,  respectively,  compared  to $11.6
million and $35.8  million for the third quarter and nine month periods of 1993.
The  decreases  were  attributable  to a  reduction  in  the  average  level  of
borrowings partially offset by the impact of higher average interest rates.

Net income from continuing  operations increased from $3.8 million for the third
quarter of 1993 to $23.3 million for the same period in 1994.  Year-to-date  net
income from continuing  operations increased from $26.2 million in 1993 to $51.0
million in 1994.  The improved  results of both periods are primarily due to the
aforementioned  factors and include after-tax foreclosure costs of $1.4 million,
or five cents per share,  in 1994 as well as $1.4 million in equity  income from
the company's  Chinese metal packaging joint venture,  FTB Packaging Ltd., which
has moved from start-up to  profitable  operations.  Net income from  continuing
operations  in 1993  includes an after tax charge of $8.5 million for  inventory
write-downs. Earnings per share from continuing operations increased to 76 cents
per share for the third quarter from 10 cents in 1993, reflecting the higher net
income from continuing  operations.  For the first nine months of 1994, earnings
per share from continuing  operations  increased from 84 cents in 1993 to $1.64.
Net income  improved  from $3.8  million  in the third  quarter of 1993 to $23.3
million in the 1994 third period.  Year-to-date  net income improved from a loss
of $6.4  million in 1993 to net  earnings  of $51.0  million  in 1994.  The 1993
nine-month  period  included  $2.1  million of net income from the  discontinued
Alltrista operations, which were spun off April 2, 1993, and an after tax charge
of $34.7 million  representing the cumulative effect of new accounting standards
adopted as of January 1, 1993.


Business Segments

The  packaging  segment  reported   increased  sales  of  6.7  percent  for  the
year-to-date period of 1994 compared to the year earlier period due primarily to
the full-period  consolidation  of Heekin's sales in 1994 and increased sales in
the  glass  packaging  business.  Third  quarter  sales  increased  5.7  percent
reflecting higher sales for the Canadian metal packaging business as well as the
glass packaging business.  Operating earnings improved for the third quarter and
nine  month  periods  of 1994 as a result  of  substantially  improved  domestic
beverage  container  results  and  improved  results  in  the  commercial  glass
container business.

Within the packaging  segment,  sales in the metal container  business increased
3.6  percent  and  6.5  percent  for the  three-month  and  nine-month  periods,
respectively,  due to the inclusion of Heekin's sales and improved  shipments of
metal  beverage  containers.  Sales in the  domestic  metal  beverage  container
business  declined  in 1994  despite  higher  year-to-date  unit  volumes due to
reduced selling prices.  Sales in the Canadian metal beverage container business
increased  reflecting  higher unit volumes.  Operating  earnings improved in the
metal beverage  container  business  reflecting  strong customer demand,  higher
utilization  rates and  favorable  scrap  pricing.  Earnings  in the metal  food
container   business  declined  for  the  three-month  and  nine-month   periods
reflecting  negative pricing  pressures and the impact of a steel mill fire at a
supplier's  plant,  despite  higher  shipments and cost and workforce  reduction
efforts. During the third quarter of 1994, the company completed the sale of its
metal  decorating  and coating  facility in Alsip,  Illinois.  In addition,  the
company closed its Augusta,  Wisconsin plant in August 1994. The impact of these
sales  on the  company's  financial  position  and  results  of  operations  was
immaterial.  The company reached a technology  license agreement with Containers
Packaging  of  Australia  to  provide  metal  beverage  container  manufacturing
technology  effective  October 1, 1994, in  exchange  for annual  royalties. The
company has also entered into a new joint venture accord in the Philippines with
San Miguel  Corporation  and Yamamura Glass Ltd. to build a beverage can and end
plant which should  commence  operations  in 1996.  Ball will have a six percent
interest in the new company.

The  glass  business  reported  increased  sales of 11.0  percent  for the third
quarter and 7.2 percent for the  year-to-date  period due to higher unit volumes
reflecting strong seasonal demand.  Operating earnings increased for the quarter
and year-to-date periods due to improved sales and higher plant utilization, the
effects of which more than offset increases in freight and warehousing costs. In
addition,  the third  quarter of 1993  reflected  lower  earnings due to quality
difficulties  and the  slow  start-up  of  operations  at the  expanded  Ruston,
Louisiana  plant.  In August  1994,  the  Company  closed  its  glass  container
manufacturing  facility in Asheville,  North Carolina and, on November 1, closed
its Okmulgee,  Oklahoma  glass  facility.  These plant  closures had no material
impact on the company's financial position or results of operations in 1994 as a
result of  provisions  recorded  for that purpose  during the fourth  quarter of
1993.

Operating  results of the  aerospace  and  communications  segment also improved
considerably,  notwithstanding a year-to-date decline in sales of 3.5 percent in
1994  compared to 1993.  A pretax  charge of $14.0  million was  recorded in the
third  quarter  of  1993  largely  to  write  down  certain  inventories  to net
realizable  value.  Excluding this $14.0 million charge,  operating  results for
1994 still exceeded 1993 operating results. This improvement was due to cost and
workforce reductions.  In September 1994, the company foreclosed on its security
interest with regard to certain assets of the visual imaging  generating product
line which was sold to SDI Virtual Realty Corporation in May. As a result of the
foreclosure, SDI's San Diego assets were returned to the company. A $2.3 million
pretax  charge was  recorded in the third  quarter of 1994 for  estimated  costs
related to this foreclosure.  Although  year-to-date  sales in the aerospace and
communications  segment are lower in 1994 compared to 1993, sales increased 3.3%
for the third quarter of 1994  reflecting a stronger  business  environment  for
aerospace operations.  Backlog at the quarter end was approximately $293 million
compared to $305 million at December 31, 1993, and $266 million at the end of 
the second  quarter of 1994.  The company  signed a definitive  agreement with
Datum Inc.  in  October  1994  for the  sale of its  Efratom  Division  to  
Datum  for approximately $26.5 million to be paid in a combination of cash and
Datum common stock.  The company is currently  exploring  various  strategic 
options for the remaining  aerospace and  communications  segment.  Such options
include,  among other things, a sale of the business,  formation of a joint 
venture or retention of the business.

RESTRUCTURING AND OTHER RESERVES

In 1993,  the company  recorded  aggregate  restructuring  and other reserves of
$108.7 million  pretax in the third and fourth  quarters.  The amounts  provided
included  $52.5  million  pretax for asset  write-offs  and  write-downs  to net
realizable  values. Charges to the reserves were $19.6  million in 1993. For the
three months and nine months ended October 2, 1994,  charges to the reserves
were $3.5 million and $15.7 million, respectively. These charges included costs
associated  with plant closings of $2.7 million and $4.6 million for the quarter
and year-to-date,  respectively.  Also included in the year-to-date  charges are
costs related to the disposal of the visual imaging product line of $5.7 million
and $2.1 million for the net book value of machinery and equipment made obsolete
by changing package specifications in the beverage container industry.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The  increase  in  working  capital  for 1994  (as  reported  in the  cash  flow
statement)  was $2.3 million  compared to $71.2 million in the first nine months
of 1993.  The increased net income was the primary  factor  contributing  to the
increase in cash provided by operations  in 1994 of $147.6  million  compared to
$116.4  million in 1993.  The working  capital  ratio was 2.0 at October 2, 
1994, compared to 2.1 at December 31, 1993.

Total debt decreased by $87.7 million to $549.5 million at October 2, 1994, from
$637.2   million  at  December  31,  1993,   resulting  in  a  decrease  of  the
debt-to-total capitalization ratio to 47.2 percent at October 2, 1994, from 52.6
percent as of December 31, 1993. In September  1993, the company entered into an
agreement with a financial institution for the sale of trade accounts receivable
amounting to $66.5 million.  The ongoing effect of this sale in 1994 resulted in
reduced  receivables  and borrowings  relative to the  year-earlier  quarter and
year-to-date  periods. Included in general and administrative costs in 1994 is
$2.2 million in fees related to this agreement compared to $0.1 million in 1993.
As of October 2, 1994, the company had committed  credit facilities  of $300 
million with various  banks  consisting  of a $150  million, three-year facility
and $150 million of 364-day  facilities.  Uncommitted credit facilities  from 
various  banks of  approximately  $400  million,  of which $127 million was  
outstanding,  and a Canadian  dollar  commercial  paper facility of 
approximately  $89  million,  of which $86  million was  outstanding,  also were
available.


The company's board of directors  approved a resolution in late July authorizing
the  repurchase  of an  additional  1.5 million  common shares under an existing
share  repurchase  program.  Approximately  8  percent  or  2.4  million  of the
company's  outstanding common shares are now authorized for repurchase under the
program.

The  company  anticipates  total 1994  capital  spending of  approximately $100
million concentrated within the packaging segment.

The Environmental  Protection Agency has designated the company as a potentially
responsible  party,  along with  numerous  other  companies,  for the cleanup of
several hazardous waste sites.  However, the company's  information at this time
does not indicate that these matters will have a material,  adverse  effect upon
financial condition, results of operations,  capital expenditures or competitive
position of the company.

<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal proceedings

There  were no events  required  to be  reported  under  Item 1 for the  quarter
ending October 2, 1994.


Item 2. Changes in securities

There were no events required to be reported under Item 2 for the quarter ending
October 2, 1994.


Item 3. Defaults upon senior securities

There were no events required to be reported under Item 3 for the quarter ending
October 2, 1994.


Item 4. Submission of matters to a vote of security holders

There were no events required to be reported under Item 4 for the quarter ending
October 2, 1994.


Item 5. Other information

There were no events required to be reported under Item 5 for the quarter ending
October 2, 1994.


Item 6. Exhibits and reports on Form 8-K

(a)     Exhibits

        10.1        Ball Corporation Supplemental Executive Retirement Plan

        10.2        Ball Corporation Split Dollar Life Insurance Plan

        10.3        Form of Severance Benefit Agreement dated August 1, 1994,
                    between Ball Corporation and Executive Officers of Ball
                    Corporation

        11.1        Statement Re: Computation of Earnings per Share

        27.1        Financial Data Schedule

(b)     Reports on Form 8-K

        A Current Report  on Form  8-K,  dated  September  8,  1994,  was filed
        September 13, 1994, announcing the foreclosure on the company's security
        interest with regard to  certain  assets  sold to SDI  Virtual  Reality
        Corporation in May.

<PAGE>


                                   SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Ball Corporation
(Registrant)


By:    /s/  R. David Hoover    
       R. David Hoover
       Senior Vice President and
         Chief Financial Officer

Date:        November 15, 1994      


<PAGE>

                       Ball Corporation and Subsidiaries
                         QUARTERLY REPORT ON FORM 10-Q
                                October 2, 1994


                                 EXHIBIT INDEX

                    Description                        Exhibit

Ball Corporation Supplemental Executive Retirement
   Plan                                                EX-10.1

Ball Corporation Split Dollar Life Insurance Plan      EX-10.2

Form of Severance Benefit Agreement dated August 1,    EX-10.3
   1994, between Ball Corporation and Executive
   Officers of Ball Corporation

Statement Re: Computation of Earnings per Share        EX-11.1

Financial Data Schedule                                EX-27.1



                        BALL CORPORATION SUPPLEMENTAL
                           EXECUTIVE RETIREMENT PLAN
                   ---------------------------------------


                                   Article I.

        Section 1.01.   "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

        Section 1.02.   "Committee" shall mean the Human Resources Committee of
the Board of Directors of the Company.

        Section 1.03.   "Effective Date" shall mean May 1, 1994.

        Section 1.04. "Participant" shall mean an eligible Salaried Employee who
is an Active Member of the Pension Plan on or after the  Effective  Date and who
qualifies to participate in this Plan as provided in Article II.

        Section 1.05.  "Pension  Plan" shall mean the Ball  Corporation  Pension
Plan for Salaried  Employees or the Ball Corporation  Pension Plan As It Applies
to Certain Salaried Employees of Ball Aerospace Systems Division.

        Section 1.06.  "Plan"  shall  mean  the  Ball  Corporation  Supplemental
Executive Retirement Plan, as from time to time amended or restated, which shall
be a  nonqualified  plan  maintained  primarily  for the  purpose  of  providing
supplemental  retirement  benefits  for a  select  group of  highly  compensated
Salaried Employees.

        Section 1.07.   "Split Dollar Plan" shall mean the Ball Corporation
Split Dollar Life Insurance Plan.

        Section 1.08.  The following  terms shall have the same meanings as they
have under the Pension Plan:  "Accrued  Pension,"  "Active  Member,"  "Actuary,"
"Benefit  Service,"  "Company,"  "Employee,"  "Final  Average  Monthly  Salary,"
"Member,"  "Normal Pension Benefit,"  "Normal  Retirement Date,"  "Participating
Company,"   "Projected  Benefit  Service,"  "Salaried  Employee,"  and  "Vesting
Service."  "Compensation" and "Salary" shall have the same meanings as they have
under the Pension Plan, except that these definitions shall also include amounts
in  excess of the  limitations  imposed  by  Section  401(a)(17)  of the Code on
employee  compensation  which can be taken into account in  determining  pension
benefits under the Pension Plan.


                                   Article II

                                 Participation

        Section 2.01.  Eligibility. The Committee may, at any time and from time
to  time  on or  after  the  Effective  Date,  designate  management  or  highly
compensated  Salaried Employees who are Active Members of the Pension Plan to be
eligible to become  Participants  under this Plan. The Committee shall so notify
each Salaried Employee so designated,  and the Salaried Employee shall thereupon
become a  Participant  and  shall  remain a  Participant  in the Plan  until the
earlier  of (a) the date  that all  benefit  obligations  under  this  Plan with
respect to such Participant have been paid, or (b) the date as of which the Plan
is  terminated  or the  Employee's  rights  to any  benefits  under the Plan are
forfeited as provided in Section 5.01.


                                  Article III

                                    Benefits

        Section 3.01.   Amount of Benefit.

        (a) The  monthly  benefit  under this Plan  payable as a Normal  Pension
Benefit to a  Participant  who  retires on or after his Normal  Retirement  Date
shall be equal to the difference between (1) and (2) where ___

              (1)  is the amount of the normal retirement pension which would be
                   payable to the  Participant  under Section 5.1 of the Pension
                   Plan if Section 5.4 of the Pension  Plan (which  incorporates
                   the Code Section 415  limitations)  were  inapplicable and if
                   the  Participant's  Compensation and Salary under the Pension
                   Plan were not  subject  to the  limitations  imposed  by Code
                   Section 401(a)(17); and

              (2)  is the  amount  of the  normal  retirement  pension  which is
                   payable to the  Participant  under Section 5.1 of the Pension
                   Plan.

        (b) The Committee may, at its discretion,  increase the amount under the
provisions of subparagraph (a)(1) with respect to a Participant by crediting him
with  additional  deemed  Benefit  Service  and/or deemed Salary for a specified
period  between the date of his  retirement  and the date his benefit  commences
under this Plan. The Committee shall notify any Participant  whose benefit is so
increased.

        (c)  Notwithstanding  the foregoing  provisions  of this  Section,  if a
Participant  also  participates  in the Split Dollar Plan, no benefits  shall be
payable under this Plan beginning thirty (30) days following the event described
in Section 7.04a of the Split Dollar Plan.

        Section 3.02. Actuarial Adjustments. If a Participant's pension payments
commence under the Pension Plan at a time other than his Normal  Retirement Date
or in a form of payment other than a Normal Pension  Benefit,  the amount of the
benefit payable under this Plan shall be the amount specified in Section 3.01 of
this Plan,  adjusted using the same factors and assumptions (except as otherwise
provided  in  Section  3.03)  used  to  calculate  the  pension  payable  to the
Participant under the Pension Plan.

        Section 3.03. Form of Payment. The benefit payable under this Plan shall
be paid in the same form as the  pension  payable to the  Participant  under the
Pension Plan.  However,  the Committee may, in its sole  discretion,  direct the
payment of such benefit due a Participant, spouse or beneficiary under this Plan
in the form of an  actuarial  equivalent  lump sum.  The payment of the lump sum
shall  be  in  full  discharge  of  the  Company's  or  Participating  Company's
obligations  under  this Plan to the  Participant,  spouse or  beneficiary.  For
purposes of this Section,  "actuarial  equivalent" means a benefit of equivalent
value,  calculated by the Actuary on the basis of the mortality table used under
the Pension Plan and an interest  rate equal to the rate on five  (5)-year  U.S.
Treasury  Notes as determined by the Federal  Reserve Board and published in the
Wall Street  Journal on December 31st (or the last day of the calendar year said
newspaper is published) immediately prior to the date of the calculation.

        Section 3.04.  Commencement Date.  The benefit  payable  under this Plan
shall commence on or about the same date that the Participant's pension payments
commence under the Pension Plan.

        Section 3.05.   Death Benefit.

        (a) If a  Participant  also  participates  in the Split Dollar Plan,  no
death benefit shall be paid with respect to such Participant under this Plan.

        (b) If a Participant  does not  participate  in the Split Dollar Plan, a
death  benefit  shall  be  paid  to  a  surviving  spouse  or  other  designated
beneficiary of the Participant only if a death benefit is payable to such spouse
or beneficiary under the terms of the Pension Plan. Such death benefit,  if any,
shall be calculated using the same factors and assumptions used to calculate the
applicable  death  benefit  under the Pension Plan and shall be paid in the same
form as such death benefit  (unless  otherwise  provided in Section 3.03 of this
Plan),  except that the amount of the death  benefit  shall be  calculated  with
respect to the amount of the benefit the Participant accrues under this Plan.



                                   Article IV

                           Administration of the Plan

        Section 4.01.  Administrator.  The  Plan  shall be  administered  by the
Committee,  which shall have sole  authority to construe and  interpret the Plan
and issue such regulations as it deems appropriate. The Committee shall have the
duty and  responsibility of deciding  questions of eligibility,  determining the
amount,  manner and time of payment of any benefits hereunder,  and distributing
the benefits to Participants,  spouses and/or beneficiaries;  provided, however,
the Committee may appoint or employ  individuals to assist in the administration
of the  Plan and any  other  agents  it deems  advisable,  including  legal  and
actuarial counsel. The Committee's interpretations,  determinations, regulations
and  calculations  shall  be  final  and  binding  on all  persons  and  parties
concerned.  If a Participant desires a review of any benefit  determination made
by the  Committee,  he shall  follow the claims  review  procedure  described in
Section  9.4 of the  Pension  Plan  (except  that  such  appeal  shall be to the
Committee responsible for administering this Plan rather than the Pension Plan).

        Section 4.02.  Amendment and Termination.   The  Company  may  amend  or
terminate the Plan at any time,  and a  Participating  Company may terminate its
participation;  provided,  however,  that (subject to the  provisions of Section
5.01) no such  amendment or  termination  shall operate  retroactively  so as to
reduce  the  accrued  benefit  to  which  a  Participant,  surviving  spouse  or
beneficiary  may be entitled under Article III as in effect prior to the date of
such  amendment or  termination,  unless such  reduction is  attributable  to an
increase  in the level of pension  benefits  permitted  by law to be paid to the
Participant,  spouse or beneficiary  from the Pension Plan. For purposes of this
Section,  a  Participant's  "accrued  benefit"  is the amount  payable as of his
Normal  Retirement  Date equal to his  benefit  determined  in  accordance  with
Section 3.01,  based on his Final Average  Monthly Salary and Benefit Service as
of the date the computation is made.

        Section 4.03.  Payments.  The Company or Participating  Company will pay
all benefits to which its Salaried  Employees are entitled  under this Plan, and
all costs,  charges and expenses relating thereto.  The Company or Participating
Company shall not be required to reserve,  or otherwise set aside, funds for the
payment of their  obligations  hereunder.  To the extent the  Participant or any
other person  acquires a right to receive  benefits under this Plan,  such right
(and his claim against the Company's or Participating Company's assets) shall be
no greater  than the right or claim of any  unsecured  general  creditor  of the
Company or Participating Company.



                                   Article V

                                 Miscellaneous

        Section 5.01.  Forfeiture Provisions.  All of a Participant's  rights to
any benefits  under this Plan shall be forfeited if any of the following  events
occur:

         (a)  the Participant  ceases to be an Active Member of the Pension Plan
              before  completing at least 5 years of Vesting  Service or is, for
              any other  reason,  not  entitled to a pension  benefit  under the
              Pension Plan;

         (b)  the Participant  dies before his pension  payments  commence under
              the Pension Plan (unless a death  benefit is payable in accordance
              with Section 3.05 of this Plan); or

         (c)  the Company or Participating  Company terminates the Participant's
              employment  for  any  act of  misfeasance  or  nonfeasance  in the
              performance of his duties.

        Section 5.02.   Non-assignability of Benefits.   The  benefits   payable
hereunder  or the right to  receive  future  benefits  under the Plan may not be
anticipated, alienated, pledged, encumbered, or subjected to any charge or legal
process,  and if any  attempt  is made to do so,  or a person  eligible  for any
benefits  becomes  bankrupt,  the interest under the Plan of the person affected
may be terminated by the Committee which, in its sole discretion,  may cause the
same to be held or applied for the benefit of one or more of the  dependents  of
such  person  or make  any  other  disposition  of such  benefits  that it deems
appropriate.

        Section 5.03. Nonguarantee of Employment. Nothing contained in this Plan
shall  be  construed  as  a  contract  of  employment  between  the  Company  or
Participating  Company and any Participant,  or as a right of any Participant to
be continued in employment with the Company or  Participating  Company,  or as a
limitation on the right of the Company or Participating Company to discharge any
of its Employees, with or without cause.

        Section 5.04. Facility of Payment. Whenever, in the Committee's opinion,
a person  entitled to receive any payment or benefit  under this Plan is under a
legal disability or is incapacitated in any way so as to be unable to manage his
financial  affairs,  the  Committee may determine  that benefit  payments  shall
either (a) be made directly to such person, (b) be made directly to a person who
has assumed the care of such person to be used for the support,  maintenance  or
education of such person or otherwise for the benefit of such person,  or (c) be
made to the duly  appointed  guardian or other  representative,  if any, of such
person.  The  Committee  and the Company or  Participating  Company shall not be
required  to see to the  application  by any third  party of any  payments  made
pursuant to this Section.

        Section 5.05.  Gender and Number.  Whenever  appropriate,  the masculine
gender  may be  read as the  feminine  gender  or as the  neuter  gender,  and a
singular number may be read as the plural and a plural number as the singular.

        Section 5.06.   Applicable Law.   All   questions   pertaining   to  the
construction,  validity and effect of the Plan shall be determined in accordance
with the laws of the United  States  and, to the extent not  pre-empted  by such
laws, by the laws of the State of Indiana.

        Executed  pursuant to  authorization of the Company's Board of Directors
this 15th day of August, 1994.


                                     BALL CORPORATION

                                     By:

                                     Title:


Attest:



                       Ball Corporation
                Split Dollar Life Insurance Plan

1. PURPOSE.

   The purpose of the Ball  Corporation  Split Dollar Life  Insurance  Plan (the
   "Plan") is to create a split dollar  insurance plan providing cash values and
   life insurance coverage to a select group of executives.
 
2. DEFINITIONS.

   For purposes of this Plan,  the  following  terms have the meanings set forth
   below:

   2.01 "Agreement"  means the  agreement  executed  between the  Employer and a
        Participant (or a Participant's Assignee) implementing the terms of this
        Plan.

   2.02 "Agreement  Default"  means:  (a) the Employer fails to pay any Employer
        Scheduled  Premium required to be paid under the provisions of Section 5
        within sixty (60) days of the  beginning  of a Policy  Year;  or (b) the
        Termination of the Plan by the Employer pursuant to Section 10.02.

   2.03 "Annual  Compensation"  means the sum of the Participant's  then current
        annual base salary plus target annual incentive compensation award under
        the Economic Value Added Plan (or comparable successor plan).

   2.04 "Assignment" means the assignment form executed by the Policy Owner.

   2.05 "Committee"  means  the  Human  Resources  Committee  of  the  Board  of
        Directors who will administer the Plan.

   2.06 "Coverage  Amount"  means the  portion of the  insurance  death  benefit
        amount  specified  in Section 4 that is  payable  to the Policy  Owner's
        designated beneficiary.

   2.07 "Disability" means that the Participant is receiving disability benefits
        under any long-term disability plan sponsored by the Employer.

   2.08 "Effective  Date" means the effective date of the Plan,  which is May 1,
        1994.

   2.09 "Employee"  means an employee of the Employer who is  designated  by the
        Employer's  Board of Directors as being  eligible to  participate in the
        Plan.

   2.10 "Employee's  Interest  in  the  Policy"  means,  prior  to an  Agreement
        Default, that portion of the cash surrender value of the Policy equal to
        the lesser of: (a) the cash surrender  value of the Policy minus the sum
        of the Employer  Premiums paid on the policy;  or (b) an amount equal to
        the premium that would then be required to be paid to the Insurer for an
        annuity  providing the Participant with a lifetime monthly benefit equal
        to the Participant's  SERP Benefit (but calculated as if the Participant
        had elected to receive  payments in the form of a straight  life annuity
        regardless of the Participant's actual payout election), or such greater
        amount  as  specified  by the  Committee.  After an  Agreement  Default,
        "Employee's Interest in the Policy" means that portion of the cash value
        of the Policy  equal to the  premium  that would then be  required to be
        paid by the  Insurer for an annuity  providing  the  Participant  with a
        lifetime  monthly benefit equal to the  Participant's  SERP Benefit (but
        calculated as if the Participant had elected to receive  payments in the
        form of a straight life annuity  regardless of the Participant's  actual
        payout election).

   2.11 "Employer" means Ball Corporation.

   2.12 "Employer's  Interest in the Policy" means the cash  surrender  value of
        the  Policy  less an  amount  equal to the  Employee's  Interest  in the
        Policy.

   2.13 "Employer  Premiums"  means  the  amounts  paid by the  Employer  to the
        Insurer with respect to a Participant's Policy.

   2.14 "Employer  Scheduled  Premium"  means,  with respect to a  Participant's
        Policy, the amount specified in the Participant's Agreement.

   2.15 "Final Annual  Compensation"  means the sum of the Participant's  annual
        base salary plus target annual  incentive  compensation  award under the
        Economic Value Added Plan (or  comparable  successor  plan)  immediately
        preceding  the  Participant's  Retirement,  or  such  other  amount  the
        Committee may specify.

  2.16  "Insurer" means, with respect to a Participant's  Policy,  the insurance
        company issuing the insurance policy or group policy  certificate on the
        Participant's  life pursuant to the  provisions of the Plan. Any Insurer
        selected by the Employer  with respect to this Plan must, at the time of
        selection,  have a claims paying  ability  rating from Standard & Poor's
        (or comparable  successor  organization)  of AA+ or higher.  The initial
        Insurer shall be Metropolitan Life Insurance Company ("Metropolitan").

   2.17 "Moody's  Rate"  means the  annual  average  composite  yield on Moody's
        Corporate Bond Yield Averages for the twelve (12) months ending December
        31 immediately preceding the beginning of the Policy Year, as determined
        from Moody's Bond Record published by Moody's  Investors  Service,  Inc.
        (or any successors thereto) or, if such yield is no longer published,  a
        substantially similar average selected by the Company.

   2.18 "New Hire" means an Employee who becomes  eligible to participate in the
        Plan prior to being employed by the Employer for a period of twenty-four
        months or more.

   2.19 "Participant"  means an Employee who elects to  participate in the Plan.
        An  Employee  will  not be a  Participant  until an  Agreement  has been
        executed  with  respect to such  Employee  and the  Insurer has issued a
        Policy on the Employee's life.

   2.20 "Permanent  Policy"  means a Policy  in which the cash  surrender  value
        equals or exceeds one hundred and twenty- five percent (125%) of the sum
        of: (a) the Employer  Premiums paid to date;  (b) an amount equal to the
        premium  that would then be  required  to be paid to the  Insurer for an
        annuity  contract  providing  the  Participant  with a lifetime  monthly
        benefit equal to the Participant's  SERP Benefit commencing in the month
        following the Release of Assignment  specified in Section 7.04;  and (c)
        the present value  (discounted  at a rate 200 basis points less than the
        then  applicable  Moody's  Rate) of the then current  mortality  charges
        payable to maintain the then current  Coverage Amount in force until the
        month following the Release of Assignment.

   2.21 "Policy"  means the life insurance  coverage  acquired under the Plan on
        the life of the  Participant  by the  Participant or other Policy Owner,
        which may be  issued as a  separate  insurance  policy or a  certificate
        under a group policy.

   2.22 "Policy  Owner" means the  Participant  or that person or entity to whom
        the Participant has assigned his interest in the Policy.

   2.23 "Policy Year" means the twelve month period (and each successive  twelve
        month  period)  beginning on the effective  date of the  Agreement  with
        respect to any Policy issued pursuant to the Agreement.

   2.24 "Retired  Participant"  means a Participant  whose  employment  with the
        Employer has terminated as a result of Retirement.

   2.25 "Retirement"  means a termination of the  Participant's  employment with
        the Employer  after  attaining  age 55 and after having a minimum of ten
        (10)  years of  Vesting  Service  (as  defined  in the Ball  Corporation
        Pension Plan for Salaried Employees).

   2.26 "SERP Benefit" means,  unless the Committee  specifies a greater amount,
        the monthly benefit then being paid to the  Participant  under the terms
        of the Ball Corporation Supplemental Executive Retirement Plan or, if no
        benefit is then being  paid,  the monthly  benefit  that would have been
        payable  to the  Participant  had he  retired  on  the  last  day of the
        preceding month and elected a straight life annuity.

   2.27 "SERP  Pre-Retirement  Survivor  Benefit" means an amount equal to fifty
        percent (50%) of the monthly benefit that would have been payable to the
        Participant  had he retired on the last day of the  preceding  month and
        elected a joint and fifty percent (50%) survivor pension.

   2.28 "SERP  Post-Retirement  Survivor  Benefit" means the monthly benefit (if
        any) that would have been payable following the  Participant's  death to
        the Participant's beneficiary or surviving spouse under the terms of the
        Ball Corporation  Supplemental  Executive Retirement Plan based upon the
        Participant's  actual payout election,  but disregarding the prohibition
        on the  payment  of any death  benefits  for  Participants  in the Split
        Dollar Life Insurance Plan.

   2.29 "Termination  of Employment"  means the  termination of a  Participant's
        employment  with the  Company  for any  reason  other  than  Disability,
        Retirement or death.

3. ELIGIBILITY.

   Each Employee who is  specifically  designated to  participate in the Plan by
   Committee,  or who is hereafter  designated to participate in the Plan by the
   Committee,  shall be  eligible to  participate  in this Plan,  provided  such
   Employee is deemed insurable by the Insurer.

4. COVERAGE AMOUNT.

   4.01 Prior to Retirement.  If the Participant is survived by a spouse to whom
        the  Participant  has been  married at least one year at the time of his
        death, and the Participant dies prior to Retirement,  the  Participant's
        Coverage  Amount shall equal that portion of the Policy's  death benefit
        equal to the  greater  of:  (a) two (2) times the  Participant's  Annual
        Compensation;  or (b) an  amount  equal  to the  premium  that  would be
        required to be paid to the Insurer for an annuity contract providing the
        Participant's  spouse  with a  lifetime  monthly  benefit  equal  to the
        Participant's SERP  Pre-Retirement  Survivor Benefit. If the Participant
        is not survived by a spouse to whom the  Participant has been married at
        least one year at the time of the Participant's death, the Participant's
        Coverage  Amount  shall  equal two (2) times  the  Participant's  Annual
        Compensation.

   4.02 Following  Retirement.  For a Retired  Participant,  the Coverage Amount
        shall equal that  portion of the  Policy's  death  benefit  equal to the
        greater  of:  (a)  two  (2)  times  the   Participant's   Final   Annual
        Compensation;  or (b) an  amount  equal  to the  premium  that  would be
        required  to be  paid  to the  Insurer  for  an  annuity  providing  the
        Participant's  spouse or beneficiary with a monthly benefit equal to the
        SERP  Post-Retirement  Survivor  Benefit for the duration of the benefit
        consistent with the Participant's payout election.

5. PAYMENT OF PREMIUMS.
   
   5.01 Employer Premiums.  Within thirty (30) days of the beginning of a Policy
        Year,  the Employer  shall pay the Employer  Scheduled  Premium (or such
        larger amount that the Executive  Compensation  Committee  determines is
        appropriate) for the Participant's  Policy.  Such premium payments shall
        terminate  when the  Participant  attains  age  sixty-five  (65) or,  if
        earlier, the Termination of the Agreement.
   
   5.02 Adjustment  of Employer  Premiums.  Notwithstanding  the  provisions  of
        Section 5.01, the Employer can discontinue its Employer Premium payments
        for a Policy if the Employer  determines that the payments  already made
        by  the  Employer  under  Section  5.01  are  adequate  to  provide  the
        Participant  with a Permanent  Policy  after the  Release of  Assignment
        specified  in  Section  7.04.  The  determination  shall  be made by the
        Employer  based  on the  projections  provided  by the  Insurer  (or its
        representative).  An Employer  determination under this Section shall be
        effective   for  one  Policy   Year  only,   and  shall  be  subject  to
        redetermination  at the  beginning of each  successive  Premium  Payment
        Year.
   
   5.03 Participant  Premiums.  Participants  shall not be  required  to pay any
        portion of the premium due on the Policy.

6. POLICY OWNERSHIP.

   6.01 Ownership.  Except as otherwise  provided in this Plan, the Policy Owner
        shall be the sole and  exclusive  owner of a  Participant's  Policy  and
        shall be entitled to exercise all of the rights of ownership  including,
        but  not  limited  to,  the  right  to  designate  the   beneficiary  or
        beneficiaries  to receive  payment of the  portion of the death  benefit
        under the Policy equal to the Coverage  Amount,  and the right to assign
        any part or all of the Policy Owner's interest in the Policy (subject to
        the Employer's rights,  the terms and conditions of the Assignment,  and
        the terms and conditions of this Plan) to any person, entity or trust by
        the execution of a written instrument delivered to the Employer.

   6.02 Employer's  Rights. In exchange for the Employer's  agreement to pay the
        amounts  described in Section 5.01 of this Plan,  the Policy Owner shall
        execute,  on a form  acceptable  to the Insurer,  an  Assignment  to the
        Employer of the rights  provided to the  Employer  under this Plan.  The
        Employer  shall have the right to direct the Policy  Owner in writing to
        take any action  required  consistent  with these  rights,  and upon the
        receipt of such written  direction  from the Employer,  the Policy Owner
        shall promptly take such action as is necessary to comply therewith. The
        Employer  agrees that it shall not exercise any rights assigned to it in
        the  Assignment  in any way that  might  impair or defeat the rights and
        interests of the Policy Owner under this Plan.  The Employer  shall have
        the  right to  assign  any  part or all of its  interest  in the  Policy
        (subject to the Policy  Owner's  rights and the terms and  conditions of
        this Plan) to any person,  entity or trust by the execution of a written
        instrument delivered to the Policy Owner.

   6.03 Possession of Policy.  The Employer shall keep possession of the Policy.
        The Employer agrees to make the Policy  available to the Policy Owner or
        to the Insurer from time to time for the purposes of endorsing or filing
        any change of  beneficiary  on the Policy or exercising any other rights
        as the owner of the Policy, but the Policy shall promptly be returned to
        the Employer.  Notwithstanding  the  foregoing,  within thirty (30) days
        following an Agreement Default,  the Employer shall transfer  possession
        of the Policy to the Policy Owner.

   6.04 Policy  Loans.  Neither  the  Employer  nor the Policy  Owner may borrow
        against the Policy cash values.

   6.05 Withdrawals and Surrender. Except as otherwise specifically provided for
        in Section 7 of this Plan, neither the Employer nor the Policy Owner may
        withdraw  policy cash values or surrender all or a portion of the Policy
        (including any paid-up additional insurance).

   6.06 Investment of Cash Values.  If the Policy provides the Policy Owner with
        a choice of investment funds for the cash values, the Policy Owner shall
        invest  the  cash  values  in those  funds  and in such  proportions  as
        specified  in the  Agreement.  In  addition,  the Policy Owner agrees to
        change the  investment  election  within 30 days of receipt of a written
        request by the Employer to make such a change.
     
7. TERMINATION OF AGREEMENT.

   7.01 Termination  Events.  A  Participant's  Agreement,  and  the  Employer's
        obligation  to pay  premiums  with respect to the  Participant's  Policy
        acquired  pursuant to the Agreement,  shall  terminate upon the first to
        occur of any of the following events:

        a.    Termination of Employment of the Participant with the Employer.

        b.    Termination of the Plan by the Employer.

        c.    The death of the Participant.

        d.    After the Release of Assignment pursuant to Section 7.04.
   
   7.02 Disposition of Policy upon Termination of Employment.

        a.    In the event of a termination of a  Participant's  Agreement under
              Section  7.01a of the Plan,  the Policy Owner shall be entitled to
              acquire the Employer's  rights under the  Participant's  Policy by
              paying  to the  Employer  an  amount  equal to the  Policy's  cash
              surrender value at the date of such termination,  and by executing
              such  documents as the Employer may request.  The Policy Owner may
              exercise  this right to acquire  the  Employer's  Interest  in the
              Policy by so notifying the Employer  within thirty (30) days after
              an event  of  termination  under  Section  7.01a of this  Plan has
              occurred.  Within  thirty (30) days after  receipt of such notice,
              the Policy Owner shall pay the Employer  the  applicable  payment.
              Upon receipt of payment from the Policy Owner,  the Employer shall
              release the  Assignment and the Policy Owner shall become the sole
              owner of the Policy free of all provisions and restrictions of the
              Assignment, the Agreement and this Plan.

        b.    If the Policy  Owner  fails to  exercise  his right to acquire the
              Employer's Interest in the Policy pursuant to Section 7.02b, then:
              (i) the Policy  Owner  shall  transfer  title to the Policy to the
              Employer,   free  of  all  provisions  and   restrictions  of  the
              Assignment,  the  Participant's  Agreement and this Plan; and (ii)
              all rights and obligations of the  Participant,  Policy Owner, and
              Employer under the Plan shall terminate.

   7.03 Disposition of Policy upon Termination of the Plan by the Employer.

        a.    In the event of a termination of a  Participant's  Agreement under
              Section  7.01b of the Plan,  the Policy Owner shall be entitled to
              acquire the Employer's  rights under the  Participant's  Policy by
              paying to the Employer an amount equal to the Employer's  Interest
              in the Policy at the date of such  termination.  The Policy  Owner
              may exercise this right to acquire the Employer's  Interest in the
              Policy by so notifying the Employer  within thirty (30) days after
              an event  of  termination  under  Section  7.01b of this  Plan has
              occurred.  Within  thirty (30) days after  receipt of such notice,
              the Policy Owner shall pay the Employer  the  applicable  payment.
              Upon receipt of payment from the Policy Owner,  the Employer shall
              release the  Assignment and the Policy Owner shall become the sole
              owner of the Policy free of all provisions and restrictions of the
              Assignment, the Agreement and this Plan.

        b.    If the Policy  Owner  fails to  exercise  his right to acquire the
              Employer's Interest in the Policy pursuant to Section 7.03a, then:
              (i) the  Policy  Owner  shall  withdraw  from the Policy an amount
              equal to the  Employee's  Interest in the Policy and then transfer
              title to the Policy to the Employer,  free of all  provisions  and
              restrictions of the Assignment,  the  Participant's  Agreement and
              this Plan; and (ii) all rights and obligations of the Participant,
              Policy Owner, and Employer under the Plan shall terminate.

   7.04 Release of Assignment.

        a.    Within  thirty  (30)  days  after  the last to occur  of:  (a) the
              fifteenth anniversary of the issuance of the Participant's Policy;
              or (b) the Participant's  Retirement,  the Employer shall withdraw
              from the Policy an amount equal to the Employer's  Interest in the
              Policy.  Thereafter, the Employer shall release the Assignment and
              the Policy Owner shall become sole owner of the Policy free of all
              provisions and restrictions of the Assignment,  the  Participant's
              Agreement and this Plan.

        b.    If a tax is finally  determined by the Internal Revenue Service or
              an  opinion  is  given  by the  Employer's  counsel  that a tax is
              payable by the  Participant as a result of the  termination of the
              Employer's  Interest in the Policy  pursuant to this Section,  the
              Employer shall pay to the Participant an amount  representing  the
              approximate  state and federal income taxes  attributable  to such
              termination.  Such payment shall be made immediately following the
              termination of the Employer's Interest in the Policy or, if later,
              at  such  time  as a  determination  is  made  that  such a tax is
              payable.

  7.05 Allocation of Death Benefit. In the event of a termination under Section
       7.01c of this  Agreement,  the death  benefit  under  the  Participant's
       Policy shall be divided as follows:

        a.    The  beneficiary  or  beneficiaries  of the Policy  Owner shall be
              entitled to receive an amount equal to the Coverage Amount.

        b.    The Employer shall be entitled to receive the balance of the death
              benefit.

   7.06 Employer  Undertakings.  Upon the  death of the  Participant  while  the
        Participant's  Agreement is in force,  the Employer  agrees to take such
        action as may be  necessary  to obtain  payment  from the Insurer of the
        death  benefit to the  beneficiaries,  including,  but not  limited  to,
        providing  the Insurer  with an  affidavit as to the amount to which the
        Policy  Owner's  beneficiary  is entitled  under the  Agreement and this
        Plan.

8. GOVERNING LAWS & NOTICES.

   8.01 Governing  Law.  This  Plan  shall  be  governed  by  and  construed  in
        accordance with the laws of the State of Indiana.

   8.02 Notices.  All  notices  hereunder  shall be in writing and sent by first
        class mail with postage  prepaid.  Any notice to the  Employer  shall be
        addressed  to Ball at its office at 345 S. High  Street,  Fourth  Floor,
        Muncie, IN 47305-2326, ATTENTION: Corporate Secretary. Any notice to the
        Employee  shall be addressed  to the  Employee at the address  following
        such  party's  signature  on his  Agreement.  Any party may  change  the
        address for such party herein set forth by giving  notice of such change
        to the other parties pursuant to this Section.

9. NOT A CONTRACT OF EMPLOYMENT.

   This  Plan and any  Agreement  executed  hereunder  shall  not be  deemed  to
   constitute a contract of employment between an Employee and the Employer or a
   Participant and the Employer,  nor shall any provision  restrict the right of
   the Employer to discharge an Employee or  Participant,  or restrict the right
   of an Employee or Participant to terminate employment.

10.AMENDMENT, TERMINATION, ADMINISTRATION, CONSTRUCTION AND SUCCESSORS.

   10.01 Amendment.  This Plan may be modified or amended by the  Committee,  or
         its delegated  representative,  without the consent of any Participant,
         but no  modification  or amendment shall be effective so as to decrease
         any rights or benefits of a Participant unless the Participant consents
         in writing to such  modification  or amendment.  Written  notice of any
         modification or amendment shall be given promptly to each Participant.

   10.02 Termination.  The Board of Directors of Ball  Corporation may terminate
         the  Plan  without  the  consent  of  the  Participants  or  Employees.
         Provided,  however,  in the event of a  termination  of the Plan by the
         Employer,  the Participants will have those rights specified in Section
         7.03 of the Plan.

   10.03 Administration.  This Plan shall be administered by the Committee.  The
         Committee  shall have the  authority  to make,  amend,  interpret,  and
         enforce all appropriate rules and regulations for the administration of
         this  Plan and  decide  or  resolve  any and all  questions,  including
         interpretations  of the Plan, as may arise in connection with the Plan.
         In the  administration  of this Plan,  the Committee  may, from time to
         time,  employ  agents  and  delegate  to them or to  others  (including
         employees) such administrative duties as it sees fit. The Committee may
         from time to time  consult  with  counsel,  who may be  counsel  to the
         Employer.  The decision or action of the  Committee  (or its  designee)
         with respect to any question  arising out of or in connection  with the
         administration,  interpretation  and  application of this Plan shall be
         final and  conclusive  and binding upon all persons having any interest
         in the Plan. The Committee shall review the status of the Plan at least
         annually.  That review shall include appropriate actuarial advice as to
         the  liabilities of the Employer in respect of the Plan, and such other
         matters as the  Committee  considers  appropriate.  The Employer  shall
         indemnify  and hold  harmless  the  members  of the  Committee  and any
         employees to whom administrative  duties under this Plan are delegated,
         against any and all claims, loss, damage,  expense or liability arising
         from any section or failure to act with respect to this Plan, except in
         the case of gross negligence or willful misconduct by the Committee.

   10.04 Interpretation.  As to the provisions of the Assignment,  the Agreement
         and the Plan,  the  provisions  of the  Assignment  shall  control.  As
         between the  Agreement  and the Plan,  the  provisions of the Agreement
         shall control.

   10.05 Gender,  Singular and Plural.  All pronouns and any variations  thereof
         shall be deemed to refer to the masculine,  feminine, or neuter, as the
         identity  of the person or persons  may  require.  As the  context  may
         require,  the  singular may be read as the plural and the plural as the
         singular.

   10.06 Successors.  The terms and  conditions  of this Plan shall enure to the
         benefit of and bind the Employer,  the Participant,  their  successors,
         assignees, and representatives. If, subsequent to the Effective Date of
         the Plan,  substantially all of the stock or assets of the Employer are
         acquired by another  corporation or entity or if the Employer is merged
         into, or consolidated  with,  another  corporation or entity,  then the
         obligations  created  hereunder shall be obligations of the acquirer or
         successor corporation or entity.

11.PROTECTIVE PROVISION

   11.01 All  Participants.  A Participant  shall  cooperate with the Insurer by
         furnishing any and all information requested by the Insurer in order to
         facilitate   the   issuance  of  the  Policy,   taking  such   physical
         examinations as the Insurer may deem  necessary,  and taking such other
         relevant  action as may be required by the  Insurer.  If a  Participant
         refuses to  cooperate  with the  Insurer,  the  Employer  shall have no
         further obligation to the Participant under the Plan.

   11.02 New  Hires.  If a New Hire  commits  suicide  within two years (or such
         lesser  period of time as  specified  by the  Insurer) of the  Policy's
         issue,  or  if  the  New  Hire  makes  any  material   misstatement  of
         information  or  nondisclosure  of medical  history and dies within two
         years (or such lesser  period of time as  specified  by the Insurer) of
         the Policy's issue,  then no benefits will be payable to the New Hire's
         (or Policy Owner's) Beneficiary.

12.CLAIMS PROCEDURE.

   12.01 Named  Fiduciary.  The  Committee  is  hereby  designated  as the named
         fiduciary  under this Plan. The named fiduciary shall have authority to
         control and manage the operation and administration of this Plan.

   12.02 Claims Procedures.  Any controversy or claim arising out of or relating
         to this Plan shall be filed  with the  Committee  which  shall make all
         determinations  concerning  such claim.  Any decision by the  Committee
         denying  such claim shall be in writing and shall be  delivered  to all
         parties in interest in accordance with the notice provisions of Section
         8.02 hereof.  Such  decision  shall set forth the reasons for denial in
         plain  language.  Pertinent  provisions of the Plan shall be cited and,
         where  appropriate,  an  explanation as to how the Employee can perfect
         the claim will be provided.  This notice of denial of benefits  will be
         provided  within 90 days of the  Committee's  receipt of the Employee's
         claim for benefits.  If the  Committee  fails to notify the Employee of
         its decision regarding the claim, the claim shall be considered denied,
         and the Employee  shall then be permitted to proceed with the appeal as
         provided  in this  Section.  An  Employee  who has been  completely  or
         partially  denied a benefit  shall be entitled to appeal this denial of
         his  claim by  filing a  written  statement  of his  position  with the
         Committee  no later than sixty (60) days after  receipt of the  written
         notification  of such claim  denial.  The Committee  shall  schedule an
         opportunity  for a full and fair review of the issue within thirty (30)
         days of receipt of the appeal.  The  decision on review shall set forth
         specific reasons for the decision,  and shall cite specific  references
         to the  pertinent  Plan  provisions  on which  the  decision  is based.
         Following the reviewing of any additional  information submitted by the
         Employee,   either  through  the  hearing  process  or  otherwise,  the
         Committee  shall render a decision on the review of the denied claim in
         the following manner:

         a.   The Committee shall make its decision  regarding the merits of the
              denied claim within 60 days  following  receipt of the request for
              review (or within  120 days  after such  receipt,  in a case where
              there are special  circumstances  requiring  extension of time for
              reviewing the appealed  claim).  The  Committee  shall deliver the
              decision to the  claimant in writing.  If an extension of time for
              reviewing  the  appealed  claim is  required  because  of  special
              circumstances,  written notice of the extension shall be furnished
              to the Employee prior to the commencement of the extension. If the
              decision on review is not furnished  within the  prescribed  time,
              the claim shall be deemed denied on review.

         b.   The  decision on review shall set forth  specific  reasons for the
              decision, and shall cite specific references to the pertinent Plan
              provisions on which the decision is based.


                          SEVERANCE BENEFIT AGREEMENT


     THIS SEVERANCE BENEFIT AGREEMENT (the "Agreement") made and entered into as
of the 1st day of August,  1994 (the  "Effective  Date"),  by and  between  Ball
Corporation (the  "Corporation")  having its principal place of business located
at 345 South High Street, Muncie, Indiana, and (name) (the "Executive").

     WHEREAS, the Corporation desires that the Executive continue as an employee
of the Corporation in accordance herewith;

     WHEREAS,  the  parties  desire  to  enter  into  this  Agreement  as of the
Effective Date,  setting forth certain terms should the employment  relationship
of the Executive terminate during the Term (as hereinafter defined).

     NOW,  THEREFORE,  IN CONSIDERATION  of the mutual  premises,  covenants and
agreements set forth below, it is hereby agreed as follows:

     1.  Term of Agreement.  The term shall  commence as of the Effective  Date,
and shall  continue  until  the third  anniversary  of the  Effective  Date (the
"Term");  provided,  however,  that  commencing on the first  anniversary of the
Effective  Date,  and on each  anniversary  thereafter  (each,  an  "Anniversary
Date"),  the Term of this  Agreement  shall be  extended  automatically  for one
additional year unless the Corporation  shall have given notice to the Executive
no later than sixty  (60) days prior to such  Anniversary  Date of its intent to
terminate  this  Agreement at the end of two years  following  such  Anniversary
Date.

     2.  Termination of Employment.

         (a)  Death  or  Disability.   For  purposes  of  this  Agreement,   the
Executive's employment shall terminate  automatically upon the Executive's death
or "Disability" during the Term; provided however,  this provision shall have no
effect on whether the Executive's  employment has terminated for purposes of the
Corporation's  long-term disability plan or program then in effect. For purposes
of this  Agreement,  the  Executive's  employment may be terminated by reason of
"Disability,"  if, as a result of the Executive's  incapacity due to physical or
mental  illness,  the  Executive  shall  have  been  absent  from the  full-time
performance of his duties with the Corporation  for six (6) consecutive  months,
and within thirty (30) days after written "Notice of Termination" (as defined in
subsection  2(d) hereof) is given,  the Executive shall not have returned to the
full-time performance of his duties.

         (b)  By the  Corporation  for Cause.  The Corporation may terminate the
Executive's employment during the Term for "Cause" or for reasons other than for
Cause.  For purposes of this Agreement,  "Cause" shall mean termination (i) upon
the willful and continued failure of the Executive to substantially  perform his
duties with the  Corporation  (other than any such  failure  resulting  from his
incapacity  due to physical or mental  illness or any such actual or anticipated
failure  after the issuance of a Notice of  Termination  by the  Executive or on
account of  "Constructive  Termination" (as defined in subsection 2(c) hereof)),
after a written demand for substantial performance is delivered to the Executive
by the Corporation, which demand specifically identifies the manner in which the
Board of Directors of the Corporation (the "Board")  believes that the Executive
has not substantially  performed his duties, or (ii) the willful engaging by the
Executive  in conduct  that is  demonstrably  and  materially  injurious  to the
Corporation,  monetarily or otherwise. For purposes of this subsection,  no act,
or failure to act,  on the  Executive's  part shall be deemed  "willful"  unless
done,  or omitted to be done,  by the  Executive  not in good faith and  without
reasonable  belief that such action or omission was in the best  interest of the
Corporation.

         (c)  By the Executive for Constructive  Termination.  The Executive may
terminate his employment  during the Term for  "Constructive  Termination."  For
purposes of this Agreement,  "Constructive  Termination" shall mean, without the
Executive's  express  written  consent,  the  occurrence of any of the following
circumstances,  unless such  circumstances  are corrected  prior to the "Date of
Termination"  (as defined in subsection 2(e) hereof)  specified in the Notice of
Termination given in respect thereof:

              (i)  a material  adverse  reduction  or  alteration  (other than a
     promotion  or  lateral  position  change)  in the  nature  or status of the
     Executive's  position,  duties or responsibilities or the conditions of the
     Executive's employment as exist as of the Effective Date;

              (ii) a reduction in the  Executive's  annual base salary  ("Annual
     Base Salary") or the failure of the Corporation to pay to the Executive any
     portion  or  installment  of  deferred   compensation  under  any  deferred
     compensation  program of the  Corporation  within fourteen (14) days of the
     date  such  compensation  is  due,  except  for  across-the-  board  salary
     reductions  similarly  affecting all similarly  situated  executives of the
     Corporation;

              (iii) the  failure by the Corporation  to  continue  in effect any
     compensation or benefit plan in which the Executive  participates as of the
     Effective  Date that is material  to the  Executive's  total  compensation,
     unless an  equitable  arrangement  (embodied  in an ongoing  substitute  or
     alternative  plan) has been made with respect to such plan,  or the failure
     by the Corporation to continue the Executive's participation therein (or in
     such  substitute  or  alternative  plan)  on a basis  not  materially  less
     favorable,  both in terms of the amount of benefits  provided and the level
     of the Executive's participation relative to other participants, as existed
     as of the Effective Date, except for  across-the-board  benefit  reductions
     similarly affecting comparably situated executives of the Corporation;

            (iv) the  failure by the  Corporation  to  continue to provide the
     Executive  with  benefits   substantially   similar  to  those  enjoyed  by
     comparably   situated  executives  under  any  of  the  Corporation's  life
     insurance,  medical,  health and accident or disability  plans in which the
     Executive was participating as of the Effective Date, or the failure by the
     Corporation  to provide the Executive with the number of paid vacation days
     to which the  Executive  is entitled on the basis of years of service  with
     the Corporation in accordance with the Corporation's normal vacation policy
     in effect as of the Effective Date;

              (v)  the failure of the  Corporation to continue this Agreement in
     effect,  or to obtain  satisfactory  agreement from any successor to assume
     and agree to perform this  Agreement,  as contemplated by Section 6 hereof;
     or

              (vi) any material  breach by the Corporation of any other material
     provision of this Agreement.

In the event the Executive believes  Constructive  Termination exists, he shall,
in advance of delivery of any Notice of Termination,  specify to the Corporation
in writing the circumstances alleged to constitute Constructive Termination, and
provide the  Corporation  with a reasonable  period of time within which to cure
such circumstances.

         (d)  Notice of  Termination.  Any  termination by the  Corporation  for
Cause, or by the Executive for Constructive  Termination,  shall be communicated
by Notice of Termination to the other party hereto given in accordance with this
Agreement.  For purposes of this Agreement,  a "Notice of Termination,"  means a
written  notice that (i)  indicates the specific  termination  provision in this
Agreement  relied  upon  and  (ii)  to the  extent  applicable,  sets  forth  in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.  The
failure  by the  Executive  or the  Corporation  to set  forth in the  Notice of
Termination  any  fact  or  circumstance   that  contributes  to  a  showing  of
Constructive  Termination or Cause shall not waive any right of the Executive or
the  Corporation  hereunder or preclude the  Executive or the  Corporation  from
asserting  such  fact  or  circumstance  in  enforcing  the  Executive's  or the
Corporation's rights hereunder.

         (e)  Date  of  Termination.  "Date  of  Termination"  means  (i) if the
Executive's  employment is terminated by the  Corporation  for Cause,  or by the
Executive  for  Constructive  Termination,  the date of receipt of the Notice of
Termination or any later date specified therein, as the case may be, (ii) if the
Executive's  employment is terminated by the  Corporation  other than for Cause,
the Date of Termination shall be the date on which the Corporation  notifies the
Executive  of such  termination,  and  (iii) if the  Executive's  employment  is
terminated by reason of death or Disability,  the Date of  Termination  shall be
the date of death or Disability (as the case may be).

         (f)  Notwithstanding  subsection  3(a)(iii) hereof, upon the occurrence
of a "Change in  Control,"  as defined in Section 2 of the  severance  agreement
(the  "Severance  Agreement")  dated  (date)  between  the  Corporation  and the
Executive,  the  Executive  shall be  entitled  to the  greater of [each of] the
benefit[s]  otherwise  provided  herein,  and [each of] the benefit[s]  provided
under  Section  5 of  the  Severance  Agreement;  provided,  however,  that  the
provisions  of  Section  5(vi)  of  the  Severance   Agreement   (regarding  the
application of the cap relating to section 280G of the Internal  Revenue Code of
1986, as amended) shall also be applied,  if applicable,  to any and all amounts
payable hereunder.

     3. Obligations of the Corporation upon Termination.

         (a)  Certain  Terminations.  During the Term, if the Corporation  shall
terminate the  Executive's  employment  other than for Cause or if the Executive
shall  terminate  his  employment  for  Constructive  Termination,   or  if  the
Executive's  employment  shall  terminate  by  reason  of  death  or  Disability
(termination  in any such case referred to as  "Termination"),  then even though
such Termination may result in the Executive taking retirement:

              (i)  the Corporation  shall pay to the Executive a lump sum amount
     in cash equal to the sum of (A) the Executive's  Annual Base Salary through
     the Date of  Termination  to the extent not  theretofore  paid,  and (B) an
     amount equal to the  Executive's  annual  incentive  compensation  ("Annual
     Incentive  Compensation"),  calculated in accordance with the provisions of
     the  Corporation's  Economic Value Added Incentive  Compensation  Plan (the
     "Incentive Compensation Plan"), or successor or other similar plan or plans
     in effect  from time to time,  at target  level,  for the fiscal  year that
     includes the Date of Termination, multiplied by a fraction the numerator of
     which shall be the number of days from the beginning of such fiscal year to
     and including the Date of Termination and the denominator of which shall be
     365.  (The amounts  specified  in clauses (A) and (B) shall be  hereinafter
     referred to as the "Accrued  Obligations".)  The amounts  specified in this
     subsection  3(a)(i) shall be paid within thirty (30) days after the Date of
     Termination; and

              (ii) in the event of  Termination  by the  Company  other than for
     Cause or by the  Executive  for  Constructive  Termination,  then:  (A) the
     Company  shall also pay to the  Executive  within  thirty (30) days of such
     Date of Termination a lump sum amount,  in cash, equal to two (2) times the
     sum of (x) the Executive's  Annual Base Salary in effect  immediately prior
     to the  Date  of  Termination,  and (y) the  Executive's  Annual  Incentive
     Compensation,  calculated based on the Target Incentive Percent, as defined
     in the Incentive Compensation Plan, established for the Executive,  for the
     fiscal year in which the Date of Termination  occurs;  (B) the  Corporation
     shall  also  pay to the  Executive  the  present  value  (discounted  at an
     interest  rate equal to the prime rate  promulgated  by the First  National
     Bank of Chicago and in effect as of the date of  payment,  plus one percent
     (the "Prime  Rate")) of all benefits under the  Corporation's  Pension Plan
     for Salaried Employees,  or any successor plan thereto and any supplemental
     executive  retirement plans to which the Executive would have been entitled
     had he remained in employment  with the  Corporation  for an additional two
     (2) years,  each, where applicable,  at the rate of Annual Base Salary, and
     using the same  assumptions  and  factors,  in effect at the time Notice of
     Termination  is given,  minus the present  value  (discounted  at the Prime
     Rate)  of  the  benefits  to  which  he  is  actually  entitled  under  the
     above-mentioned  plans; (C) the Corporation shall continue, for a period of
     two (2) years from the Date of Termination, medical and welfare benefits to
     the Executive  and/or the  Executive's  family at least equal to those that
     would  have  been  provided  if the  Executive's  employment  had not  been
     terminated,  such benefits to be in accordance with the medical and welfare
     benefit  plans,  practices,  programs or policies  (the "M&W Plans") of the
     Corporation  as in effect and applicable  generally to other  executives of
     the  Corporation  and  their  families  immediately  preceding  the Date of
     Termination; provided, however, that if the Executive becomes employed with
     another  employer  and is  eligible  to receive  medical  or other  welfare
     benefits under another  employer-provided  plan, the benefits under the M&W
     Plans  shall be reduced  to the extent  comparable  benefits  are  actually
     received by or made available to the Executive  without cost during the two
     (2) year period following the Executive's Date of Termination (and any such
     benefits  actually  received  by the  Executive  shall be  reported  to the
     Corporation by the Executive) and (D) the Corporation  shall,  for purposes
     of  payout  elections,  treat  balances  under the  Corporation's  Deferred
     Compensation Plans for executives under age 55 at time of Termination as if
     the Executive were 55 years of age; and

              (iii) Subject to subsection 2(f) hereof, the Corporation shall pay
     or otherwise  perform its obligations to the Executive under any benefit or
     other then existing plan,  policy,  practice or program of the Corporation,
     including  those  related to, but not limited to,  individual  outplacement
     services in  accordance  with the  general  custom and  practice  generally
     accorded  to  comparably  situated  executives,   severance   compensation,
     vacation  payments,  stock  options and deferred  compensation,  as well as
     under any  contract  or  agreement  entered  into  before or after the date
     hereof with the Corporation.

        (b)  Termination  of the Executive for Cause or by the Executive  Other
than  for  Constructive  Termination.  If the  Executive's  employment  shall be
terminated for Cause during the Term, or if the Executive terminates  employment
during the Term other than a termination for Constructive Termination,  which he
shall not be  prohibited  from  doing,  the  Corporation  shall  have no further
obligations to the Executive  under this Agreement  other than the obligation to
pay to the Executive the Accrued  Obligations,  plus any other earned but unpaid
compensation in each case to the extent not theretofore paid.

         (c)  Legal Expenses.  The  Corporation  shall pay to the Executive such
reasonable  legal fees and expenses  incurred by the  Executive in enforcing the
Executive's rights hereunder as a result of a Termination pursuant to subsection
3(a)(ii)  hereof,  but only with  respect to such claim or claims upon which the
Executive  substantially  prevails.  Such payments shall be made within fourteen
(14) business days after delivery of the Executive's written request for payment
accompanied with such evidence of fees and expenses  incurred as the Corporation
reasonably may require.

     4.  Mitigation.  Except as provided in subsection 3(a)(ii)(C) hereof, in no
event shall the  Executive  be obligated  to seek other  employment  or take any
other action by way of mitigation of the amounts  (including amounts for damages
for  breach)  payable  to the  Executive  under  any of the  provisions  of this
Agreement  and such amounts  shall not be reduced  whether or not the  Executive
obtains other employment.

     5.  Confidential Information and Nondisparagement. The Executive shall hold
in a  fiduciary  capacity  for  the  benefit  of  the  Corporation  all  secret,
confidential  or  proprietary  information,  knowledge  or data  relating to the
Corporation  or  any  of  their  affiliated  companies,   and  their  respective
businesses,   that  shall  have  been  obtained  by  the  Executive  during  the
Executive's  employment by the Corporation or any of their affiliated  companies
and that shall not have been or now or hereafter  have become  public  knowledge
(other than by acts by the  Executive  or  representatives  of the  Executive in
violation  of this  Agreement).  During the Term,  and at all times  thereafter,
regardless of the reason for  termination  of the  Executive's  employment,  the
Executive shall not,  without the prior written consent of the Corporation or as
may otherwise be required by law or legal  process,  communicate  or divulge any
such  information,  knowledge or data to anyone other than the  Corporation  and
those  designated by it. The  Executive  understands  that during the Term,  the
Corporation  may be required from time to time to make public  disclosure of the
terms or  existence  of this  Agreement in order to comply with various laws and
legal requirements.

During the Term and at all times  thereafter,  the Executive shall not disparage
or criticize,  orally or in writing,  the  performance of the  Corporation,  the
Board, any director of the  Corporation,  any specific former or current officer
of  the  Corporation  or any  operating  company,  any  group  president  or the
Corporation's  management  group  to any  person;  provided,  however,  that the
Executive may divulge, discuss or provide the information described above to the
extent that he is compelled by law to do so, and, in such event,  the  Executive
shall  notify  the  Corporation  immediately  upon any  request  or  demand  for
information  so that  the  Corporation  may  seek a  protective  order  or other
appropriate remedy.

     6.  Successors.

         (a)  This  Agreement is personal to the Executive and without the prior
written  consent of the  Corporation  shall not be assignable by the  Executive,
except that this  Agreement  shall inure to the benefit of and be enforceable by
the Executive's legal representatives.

         (b)  The  Corporation  shall require any successor  (whether  direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the business  and/or assets of the  Corporation  to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the  Corporation  would be required to perform this  Agreement if no
such succession had taken place.

     7.  Arbitration.  Any  controversy  or claim  arising out of or relating to
this Agreement or the breach of this Agreement  shall be settled  exclusively by
arbitration  conducted  before a panel of three  arbitrators  (one chosen by the
Executive,  one by the  Corporation  and the third by the other  two) in Muncie,
Indiana,  in accordance with the rules of the American  Arbitration  Association
then in effect.  The  determination  of the arbitrators  shall be conclusive and
binding on the Corporation and the Executive, and judgment may be entered on the
arbitrators'  award in any  court  having  appropriate  jurisdiction;  provided,
however,  that the Corporation  shall be entitled to seek a restraining order or
injunction in any court of competent jurisdiction to prevent any continuation of
any violation of Section 5 of this Agreement.

     8.  Miscellaneous.

         (a)  This  Agreement  shall be governed by and  construed in accordance
with the laws of the  State of  Indiana,  without  reference  to  principles  of
conflict of laws.

         (b)  The  captions  of this  Agreement  are not part of the  provisions
hereof and shall have no force or effect.

         (c)  This  Agreement may not be amended,  modified,  repealed,  waived,
extended or  discharged  except by an agreement  in writing  signed by the party
against  whom  enforcement  of such  amendment,  modification,  repeal,  waiver,
extension or discharge is sought. No person, other than pursuant to a resolution
of the Board or a  committee  thereof,  shall  have  authority  on behalf of the
Corporation to agree to amend,  modify,  repeal,  waive, extend or discharge any
provision of this Agreement or anything in reference thereto.

         (d)  The parties hereto  acknowledge  that the  Executive's  employment
relationship  is employment at will,  except for the  Corporation's  obligations
under this Agreement.

         (e)  All notices and other communications hereunder shall be in writing
and shall be given by hand  delivery  to the  other  party or by  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: (address)

If to Ball Corporation: Ball Corporation
                        345 South High Street
                        Muncie, IN  47305
                        Attention:  Corporate Secretary

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

         (f)  The  invalidity  or  unenforceability  of any  provision  of  this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (g)  The  Corporation  may withhold from any amounts payable under this
Agreement such federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

         (h)  The Executive's or the Corporation's failure to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the  failure  to assert  any right the  Executive  or the  Corporation  may have
hereunder,  including without limitation the right of the Executive to terminate
employment  for  Constructive  Termination  pursuant to subsection  2(c) of this
Agreement,  or the  right  of  the  Corporation  to  terminate  the  Executive's
employment for Cause pursuant to subsection 2(b) of this Agreement, shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.

         (i)  This  Agreement  may be  executed in  counterparts,  each of which
shall be deemed to be an original but all of which together will  constitute one
and the same instrument.

     IN WITNESS WHEREOF,  the Executive and, pursuant to due authorization  from
its Board of Directors, the Corporation has caused this Agreement to be executed
as of the day and year first above written.

                                                BALL CORPORATION

                                                __________________________
                                                Name:

                                                __________________________
                                                Title:

                                                EXECUTIVE

                                                __________________________
                                                (name)
 


<PAGE>
<TABLE>
Exhibit 11.1
           

                       Ball Corporation and Subsidiaries
                STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
                 (Millions of dollars except per share amounts)

<CAPTION>
                                              Three months ended     Nine months ended
                                              ------------------    --------------------
                                              Oct. 2,   Oct. 3,     Oct. 2,    Oct. 3,
                                                1994      1993        1994      1993
                                              -------   -------     -------   ---------
<S>                                           <C>        <C>        <C>       <C>
Earnings per Common Share -
   Assuming No Dilution
- -------------------------
Net income from:
   Continuing operations                      $  23.3    $   3.8    $  51.0   $ 26.2
   Alltrista operations                          --         --         --        2.1
                                              -------    -------    -------    ------
Net income before cumulative effect of
  changes in accounting principles               23.3        3.8       51.0     28.3
Cumulative effect of changes in
  accounting principles, net of tax              --         --         --      (34.7)
                                              -------    -------    -------    ------
Net income (loss)                                23.3        3.8       51.0     (6.4)
Preferred dividends, net of tax                  (0.8)      (0.8)      (2.4)    (2.4)
                                              -------    -------    -------    ------
Net earnings (loss) attributable to
  common shareholders                         $  22.5    $   3.0    $  48.6   $ (8.8)
                                              =======    =======    =======    ======
Weighted average number of  common
  shares outstanding (000s)                    29,742     29,341     29,618    28,493
                                              =======    =======    =======    ======
Earnings (loss) per share of common
  stock:
   Continuing operations                      $  0.76    $  0.10    $  1.64   $  0.84
   Alltrista operations                          --         --         --        0.07
   Cumulative effect of changes in
     accounting principles, net of tax           --         --         --       (1.22)
                                              -------    -------    -------    ------
                                              $  0.76    $  0.10    $  1.64   $ (0.31)
                                              =======    =======    =======    ======

Earnings per Share - Assuming Full Dilution
- -------------------------------------------
Net income (loss)                             $  23.3    $   3.8    $  51.0   $ (6.4)
Series B ESOP Preferred dividend, net           
  of tax                                         --         (0.8)      --       (2.4)
Adjustments for deemed ESOP cash
  contribution in  lieu of Series B          
  ESOP Preferred dividend                        (0.6)         *       (1.8)       *
                                              -------    -------    -------    ------
Net earnings (loss) attributable to
  common shareholders                         $  22.7    $   3.0    $  49.2   $ (8.8)
                                              =======    =======    =======    ======
Weighted average number of common
  shares outstanding (000s)                    29,742     29,341     29,618    28,493
Dilutive effect of stock options                  133        205        139       283
Common shares issuable upon conversion
  of Series B ESOP Preferred stock              2,139          *      2,145         *
                                              -------    -------    -------    ------
Weighted average number shares
  applicable to fully diluted earnings         
  per share                                    32,014     29,546     31,902    28,776
                                              =======    =======    =======    ======

Fully diluted earnings (loss) per share:
   Continuing operations                      $  0.71    $  0.10    $  1.54   $  0.83
   Alltrista operations                          --         --         --        0.07
   Cumulative effect of changes in
     accounting principles, net of tax           --         --         --       (1.21)
                                              -------    -------    -------    ------
                                              $  0.71    $  0.10    $  1.54   $ (0.31)
                                              =======    =======    =======    ======
</TABLE>

* No conversion of the Series B ESOP Convertible Preferred Stock is assumed as
  the effect is antidilutive.

<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS
ENDED OCTOBER 2, 1994 AND THE UNAUDITED CONDENSED CONSOLIDATED BALANCE
SHEET AS OF OCTOBER 2, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               OCT-02-1994
<CASH>                                           9,600
<SECURITIES>                                         0
<RECEIVABLES>                                  262,300
<ALLOWANCES>                                         0
<INVENTORY>                                    376,800
<CURRENT-ASSETS>                               710,300
<PP&E>                                       1,485,900
<DEPRECIATION>                                 702,500
<TOTAL-ASSETS>                               1,776,400
<CURRENT-LIABILITIES>                          504,200
<BONDS>                                        402,700
<COMMON>                                       224,900
                                0
                                     10,700
<OTHER-SE>                                     364,400
<TOTAL-LIABILITY-AND-EQUITY>                 1,776,400
<SALES>                                      1,981,400
<TOTAL-REVENUES>                             1,981,400
<CGS>                                        1,773,200
<TOTAL-COSTS>                                1,773,200
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              31,900
<INCOME-PRETAX>                                 84,300
<INCOME-TAX>                                    31,300
<INCOME-CONTINUING>                             51,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    51,000
<EPS-PRIMARY>                                     1.64
<EPS-DILUTED>                                     1.54
        


</TABLE>


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