<PAGE>


      As filed with the Securities and Exchange Commission on May 10, 2002
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              ALLTRISTA CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                          35-1828377
     (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                    Identification Number)

                            555 Theodore Fremd Avenue
                               Rye, New York 10580
                                 (914) 967-9400
(Address, including zip code, and telephone number, including area code, of
principal executive offices)

                            ------------------------
           ALLTRISTA CORPORATION 1998 LONG-TERM EQUITY INCENTIVE PLAN
                  ALLTRISTA CORPORATION 2001 STOCK OPTION PLAN
                            (Full title of the plan)
                            ------------------------

                               Martin E. Franklin
                      Chairman and Chief Executive Officer
                              Alltrista Corporation
                            555 Theodore Fremd Avenue
                               Rye, New York 10580
                                 (914) 967-9400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                    Copy to:
                               Kane Kessler, P.C.
                           1350 Avenue of the Americas
                             New York, NY 10019-4896
                                 (212) 541-6222
                         Attn: Robert L. Lawrence, Esq.

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
 Title of securities to        Amount to be          Proposed maximum        Proposed maximum          Amount of
     be registered            registered (1)        offering price per      aggregate offering    registration fee(4)
                                                         share (3)               price (3)
-----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                     <C>                      <C>
Common Stock, $0.01 par
value per share(2)
                                1,000,000               $31.44                   $31,440,000              $2,893
=======================================================================================================================
</TABLE>

(1)      This Registration Statement covers 350,000 shares of common stock,
         $0.01 par value per share, of Alltrista Corporation (the "Common
         Stock") issuable pursuant to the Alltrista Corporation 1998 Long-Term
         Equity Incentive Plan (the "1998 Plan") and 650,000 shares of Common
         Stock issuable pursuant to the Alltrista Corporation 2001 Stock Option
         Plan (the "2001 Plan") (the 1998 Plan and the 2001 Plan are
         collectively referred to herein as the "Plans"). In addition, pursuant
         to Rule 416(c) under the Securities Act of 1933, as amended (the
         "Securities Act") this Registration Statement covers an indeterminable
         number of additional shares of Common Stock as may hereafter be offered
         or issued pursuant to the Plans, to prevent dilution resulting from
         stock splits, stock dividends or similar transactions effected without
         receipt of consideration.

(2)      The Board of Directors of Alltrista Corporation declared a dividend
         distribution of one Series A Junior Participating Preferred Stock
         purchase right (the "Right") for each outstanding share of Common Stock
         to stockholders of record at the close of business on March 22, 1993
         and authorized the issuance of one Right for each share of Common Stock
         issued after March 22, 1993 and prior to the occurrence of certain
         prescribed events. The description and terms of the Series A Junior
         Participating Preferred Stock purchase rights are set forth in Rights
         Agreement, dated as of March 22, 1993, as amended and restated as of
         May 7, 1999, and as further amended as of July 19, 2001 and December
         14, 2001 (the "Agreement"), between the Company and National City Bank,
         N.A., as successor rights agent. Until the occurrence of certain
         prescribed events, the rights are not exercisable, are evidenced by the
         certificates for Common Stock and, upon surrender, transferred with the
         underlying Common Stock. The value attributable to such rights, if any,
         is reflected in the market price of Common Stock.
<PAGE>

(3)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(c) and 457(h), the proposed maximum offering price
         per share is based upon (i) the average exercise price relating to
         approximately 228,000 outstanding options granted under the plans for
         which the underlying shares of Common Stock have not previously been
         registered, which is $14.04 and (ii) with respect to 772,000 shares
         available for grant under the plans or previously issued shares, a
         price of $36.575 (the average of the high and low price of the
         Registrant's Common Stock as reported on The New York Stock Exchange on
         May 9, 2002).

(4)      $2,096.59 was paid with a Registration Statement No. 333-67033 relating
         to 300,000 shares of common stock issued or issuable under the 1998
         Plan. These shares are being carried forward in a combined reoffer
         prospectus being filed herewith (to the extent that there are or may be
         control or restricted securities). See the Rule 429 note below.

--------------------------------------------------------------------------------

         As permitted by Rule 429 under the Securities Act of 1933, the
         prospectus filed together with this Registration Statement shall be
         deemed to be a combined resale prospectus which shall also relate to
         the registrant's Registration Statement No. 333-67033 on Form S-8.



<PAGE>



                                EXPLANATORY NOTE

          The 1,000,000 shares of common stock, $0.01 par value per share (the
"Common Stock") of Alltrista Corporation, a Delaware corporation (the
"Company"), being registered pursuant to this Form S-8 are comprised of (i)
350,000 shares of the Common Stock issued or issuable to participants under the
Alltrista Corporation 1998 Long-Term Equity Incentive Plan (the "1998 Plan") and
(ii) 650,000 shares of Common Stock issued or issuable to participants under the
Alltrista Corporation 2001 Stock Option Plan (the "2001 Plan" and together with
the 1998 Plan, the "Plans"). The Company previously registered 300,000 shares of
Common Stock for issuance under the 1998 Plan under a registration statement on
Form S-8, as filed with the Securities and Exchange Commission on November 10,
1998 (file no. 333-67033) (the "1998 Registration Statement"). Pursuant to
General Instruction E to Form S-8, this Registration Statement incorporates by
reference the contents of the 1998 Registration Statement, except as otherwise
set forth herein.

          This Registration Statement contains two parts. The first part
contains a prospectus pursuant to Form S-3 (in accordance with Section C of the
General Instructions to the Form S-8) which covers reoffers and resales of
"restricted securities" and/or "control securities" (as such terms are defined
in Section C of the General Instructions to Form S-8) of Alltrista Corporation.
This Reoffer prospectus relates to (i) up to 650,000 shares of common stock that
have been or may be issued to certain officers and directors of the Company
pursuant to the 2001 Plan and (ii) up to 350,000 shares of Common Stock
(including 300,000 shares of Common Stock previously registered under the 1998
Registration Statement) that have been or may be issued to certain officers and
directors of the Company pursuant to the 1998 Plan. The second part of this
Registration Statement contains Information Required in the Registration
Statement pursuant to Part II of Form S-8. The Form S-8 portion of this
Registration Statement will be used for offers of shares of Common Stock of
Alltrista Corporation pursuant to each of the 1998 Plan and the 2001 Plan. The
Plan Information specified by Part I of Form S-8 is not being filed with the
Securities and Exchange Commission but will be delivered to all participants in
the Plans pursuant to Securities Act Rule 428(b)(1).

                                       i

<PAGE>




                               REOFFER PROSPECTUS
                              ALLTRISTA CORPORATION
                        1,300,000 SHARES OF COMMON STOCK
                           (PAR VALUE $0.01 PER SHARE)

          This Prospectus may be used by certain persons (the "Selling
Stockholders") who may be deemed to be affiliates of Alltrista Corporation, a
Delaware corporation (the "Company" or the Registrant"), to sell a maximum of
1,300,000 shares of our Common Stock (the "Common Stock"), $0.01 par value per
share (the "Shares"), comprised of up to (i) 650,000 shares of Common Stock
which has been or will be purchased or acquired by the Selling Stockholders
pursuant to the Alltrista Corporation 2001 Stock Option Plan (the "2001 Plan")
and (ii) 650,000 shares of Common Stock which have been or will be purchased or
acquired by Selling Stockholders pursuant to the Alltrista Corporation 1998
Long-Term Equity Incentive Plan (the "1998 Plan" and together with the 2001
Plan, collectively, the "Plans").

          All or a portion of the Shares offered hereby may be offered for sale,
from time to time, on The New York Stock Exchange, or otherwise, at prices and
terms then obtainable. All brokers' commissions or discounts will be paid by the
Selling Stockholders. However, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), may be sold under Rule 144 rather than pursuant
to this Prospectus. See "Plan of Distribution." We will receive none of the
proceeds of this offering, although we will receive or have received cash upon
the sale of stock to the Selling Stockholders under the Plans. See "Use of
Proceeds." All expenses incurred in connection with the preparation and filing
of this Prospectus and the related Registration Statement are being borne by us.
See "Expenses."

          SEE "RISK FACTORS" ON PAGE 12 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.

          Our common stock is listed on The New York Stock Exchange. On May 9,
2002, the closing price of our common stock was $36.42 per share.

                            ------------------------

          Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

                            ------------------------

The date of this Prospectus is May 10, 2002.



<PAGE>


                              AVAILABLE INFORMATION

          We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith we are required to file periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by us can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as the Regional
Offices of the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained from the
Public Reference Section of the Commission at its principal office at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 at the prescribed rates. The
Commission also maintains a site on the World Wide Web that contains reports,
proxy and information statements and other information regarding registrants
that file electronically. The address of such site is http://www.sec.gov. The
telephone number of the Commission is 800-SEC-0330. In addition, similar
information can be inspected at the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.

          This Prospectus omits certain of the information contained in the
Registration Statement of which this Prospectus is a part (the "Registration
Statement"), covering the Common Stock, which pursuant to the Securities Act is
on file with the Commission. For further information with respect to us and our
common stock, reference is made to the Registration Statement including the
exhibits incorporated therein by reference or filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit or incorporated by reference to the Registration Statement. The
Registration Statement and the Exhibits may be inspected without charge at the
offices of the Commission or copies thereof obtained at prescribed rates from
the public reference section of the Commission at the addresses set forth above.

          You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of common stock.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents heretofore filed by us with the Commission
pursuant to the Exchange Act, are hereby incorporated by reference in this
Registration Statement, except as superseded or modified herein:

                           (a) The Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2001, filed pursuant to the
                  Securities Exchange Act of 1934 (the "Exchange Act");

                           (b) The Company's Current Report on Form 8-K, Date of
                  Event - December 18, 2001, filed on January 9, 2002 pursuant
                  to the Exchange Act;

                           (c) The Company's Current Report on Form 8-K, Date of
                  Event - March 28, 2002, filed on March 28, 2002 pursuant to
                  the Exchange Act;

                           (d) The Company's Current Report on Form 8-K, Date of
                  Event - March 28, 2002, filed on March 29, 2002 pursuant to
                  the Exchange Act;

                                       2
<PAGE>

                           (e) The Company's Current Report on Form 8-K, Date of
                  Event - April 24, 2002, filed on May 9, 2002 pursuant to the
                  Exchange Act;

                           (f) The description of the Company's Common Stock
                   contained in the Company's Registration Statement on Form
                   8-A, filed with the Commission on May 1, 2002 by the Company
                   to register such securities under the Exchange Act, including
                   all amendments and reports filed for the purpose of updating
                   that description; and

                           (g) The description of the Company's Preferred Stock
                   Purchase Rights contained in the Company's Registration
                   Statement on Form 8-A, filed with the Commission on May 1,
                   2002 by the Company to register such securities under the
                   Exchange Act, including all amendments and reports filed for
                   the purpose of updating that description.



          All of such documents are on file with the Commission. In addition,
all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

          We hereby undertake to provide without charge to each person,
including any beneficial owner of the Common Stock, to whom this Prospectus is
delivered, on written or oral request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written or oral requests for such copies should be directed
to our corporate secretary, c/o Alltrista Corporation, 555 Theodore Fremd
Avenue, Rye, New York 10580; telephone (914) 967-9400.

                                       3

<PAGE>


                                   THE COMPANY

                                     PART I

          Alltrista Corporation (the "Company" or "Alltrista") was incorporated
in the State of Indiana in 1991 and reincorporated in the State of Delaware in
December 2001. We operate two distinct business segments, Consumer Products and
Materials Based Group. Consumer Products is the leading provider of home canning
products in North America primarily under the Ball(R), Kerr(R) and Bernardin(R)
brands and a leader in the vacuum sealing appliance market primarily with the
Foodsaver(R) vacuum packaging system. The Materials Based Group consists of
manufacturing operations in injection molded plastics and industrial plastics
and is the country's largest producer of zinc strip and fabricated products,
including coin blanks for U.S. and foreign mints.

          During 2001, we repositioned our growth strategy to focus on consumer
products. Our Consumer Products segment markets and distributes a broad line of
home food preservation and preparation products that includes recognized brand
name home canning jars, jar closures and related food products (including fruit
pectin, Fruit-Fresh(R) brand fruit protector, pickle mixes and tomato mixes).

          As of April 24, 2002, our Consumer Products segment includes Tilia
International, Inc. ("Tilia"), a leader in the vacuum sealing appliance segment.
Vacuum packaging is the process of removing air from a container to create a
vacuum, and then sealing the container so that air cannot re-enter.

          Our materials based group is comprised of three businesses: zinc strip
products, injection molded plastics, and industrial plastics. Our zinc strip
business is the sole source supplier of copper plated zinc penny blanks to both
the United States Mint and the Royal Canadian Mint and is currently exploring
opportunities with several other countries. In addition, we manufacture a line
of industrial zinc items used in the plumbing, automotive, electrical component
and European architectural markets, and the Lifejacket(R) anti-corrosion system.
Unimark, our plastic injection molding business, manufactures precision custom
components for major companies in the healthcare and consumer products
industries including CIBA Vision Corporation, Johnson & Johnson, Meridian
Diagnostics, Inc., The Scotts Company and Winchester Ammunition. Through our
industrial plastic operations, we also manufacture and sell thermoformed plastic
door liners and evaporator trays for refrigerators, primarily for Whirlpool
Corporation, with whom we have enjoyed a business relationship for over 25
years.

          On December 18, 2001, at a special meeting of stockholders, our
stockholders approved a proposal to reincorporate the Company in the State of
Delaware. In order to reincorporate as a Delaware corporation, the Company
organized a Delaware corporation as one of its subsidiaries. Effective December
19, 2001, the Company merged with the new Delaware subsidiary, and the Delaware
corporation was the corporation that survived the merger. The surviving
corporation (i.e., the Company) was renamed "Alltrista Corporation", the same
name of the Company prior to the merger. In addition, the Company succeeded to
the rights, properties and assets and assumed the liabilities held by the
Company prior to the merger, and the financial statements of the Company are
substantially identical to its financial statements prior to the merger, the
only difference being those appropriate to reflect the Company's new corporate
identity and common stock's par value of $0.01 per share. The business and
management of the Company after the merger remain the same as those of the
Company before the merger. However, since the merger, we are subject to the
corporate laws of the State of Delaware and are no longer subject to the
corporate laws of the State of Indiana.

          On September 24, 2001, we appointed Martin E. Franklin as Chairman and
Chief Executive Officer and Ian G.H. Ashken as Vice Chairman, Chief Financial
Officer and Secretary. On October 15, 2001, the Company announced the closing of
its Indianapolis, Indiana corporate office. Corporate


                                       4
<PAGE>

functions are now performed at the Company's new headquarters in Rye, New York
and the Company's Consumer Products location in Muncie, Indiana.

          On March 28, 2002, the Company entered into a definitive asset
purchase agreement to acquire the business of Tilia and completed the
acquisition on April 24, 2002. Based in San Francisco, Tilia is a developer and
distributor of home food preservation products including FoodSaver(R), the
industry's leading line of home vacuum packaging systems. Pursuant to the
agreement, Alltrista acquired Tilia for approximately $145 million in cash, $15
million in seller debt financing and the assumption of certain assumed
liabilities. In addition, the agreement includes an earn-out provision with a
total potential payment in cash or Alltrista common stock of up to $25 million
payable in 3 years, provided that certain earnings performance targets are met.
To finance the acquisition of Tilia, we entered into a new $100 million senior
credit facility and made an offering of 9 3/4% senior subordinated notes in the
principal amount of $150 million. See "Risk Factors - Our significant
indebtedness could adversely affect our financial health."

CONSUMER PRODUCTS

          Alltrista manufactures, markets and distributes a line of home food
preservation products to serve value, mid-tier and premium oriented customers,
which products include home canning jars, jar closures, home canning tools and
other accessories. These products are marketed under the well-known Ball(R),
Kerr(R), Golden Harvest(R) and Bernardin(R) brand names. We also market and
distribute related food products, including fruit pectin, Fruit-Fresh(R) brand
fruit protector, pickle mixes, tomato mixes and all-in-one canning kits,
including a jam pectin kit and jelly and salsa kits. In addition, we market a
line of housewares under the Golden Harvest(R) brand, including tumblers,
beverage tappers and other glassware.

          Tilia provides patented vacuum packaging systems for household use
marketed under the FoodSaver(R) brand. Our seven models of compact, patented
counter-top FoodSaver(R) appliances incorporate a vacuum pump and bag sealer to
keep foods fresh and are sold at prices ranging from approximately $100 to
almost $300. We market our FoodSaver(R) appliances in tandem with our
patented(R) bags and rolls and complementary accessories, including canisters,
containers, lids, jar sealers and bottle stoppers.

Customers

          Our customers are a diverse group of 1,800 wholesalers and retailers
in the United States and Canada. Our principal customers include grocery stores,
mass merchants, and hardware stores. We have been Wal-Mart's category manager
for the home canning segment since 1998. In this role, we are responsible for
the home canning section within the store, including inventory management, the
introduction of new items, and the creation of various reports to track
inventory, sales, and margins.

          In addition, Tilia's customers are comprised of national and regional
retail chains as well as individual consumers who purchase Tilia's products
through direct-to-consumer channels. Tilia recently began selling to sporting
goods and outdoor stores. Tilia's direct-to-consumer sales have primarily been
made through infomercials and catalogs.

Sales and Marketing

          Our consumer products sales are made in the United States and Canada
through food brokers and manufacturer representative organizations as well as
through our internal sales force and house accounts. We employ regional sales
managers located in key geographic areas who oversee the sales and retail
activities of food brokerage firms and independent manufacturer representatives.

                                       5
<PAGE>

          Tilia has an in-house retail sales force that establishes and
maintains relationships with mass merchants, warehouse clubs, department stores,
specialty stores, sporting goods stores, and other retail chains. Tilia also
utilizes manufacturer representative organizations targeting the sporting goods
and outdoor segment to help develop and build this distribution channel.

Distribution and Fulfillment

          We utilize independent warehouses located in various regions of the
United States and Canada to distribute our products. The largest of these
warehouses is located in Muncie, Indiana and is operated by an outsourced
provider, which utilizes highly automated packaging equipment allowing us to
maintain our efficient and effective logistics and freight management processes.
We also work with an outsourced provider for the delivery of our products in
order to ensure that as many shipments as possible are processed as full
truckloads, saving significant freight costs.

          FoodSaver(R) appliances, bags and accessories are received separately
from various manufacturers and are packaged by Tilia for retail and individual
customers at company-operated and third-party facilities in California.

Manufacturing

          We manufacture the metal closures for our home canning jars at our
Muncie, Indiana facility. Lithographed tin plated steel sheet is cut and formed
to produce the lids and bands. Liquid plastisol, which we formulate, is applied
to lids, forming an airtight seal, which is necessary for safe and effective
home canning. Finished products are packaged for integration with glass jars or
sold in multi-packs as replacement lids.

          Tilia has established an outsourced manufacturing network of
suppliers. Appliances are currently sourced through three facilities in China;
bags and rolls are currently sourced through suppliers in Korea and the United
States; and accessories are sourced from Taiwan, China and the United States.
Tilia's own research and development department designs and engineers products
in the United States and sets strict engineering specifications for the
third-party manufacturers. Tilia maintains ownership over all necessary
production molds and believes it has excellent relationships with each of its
suppliers.

Intellectual Property

          Management believes that none of our active trademarks or patents is
essential to the successful operation of our business as a whole. However, one
or more trademarks or patents may be material in relation to individual products
or product lines such as our property rights to use the Kerr(R), Ball(R),
Fruit-Fresh(R) and Bernardin(R) brand names. In addition, we have developed a
proprietary two-piece closure system incorporating a plastisol sealant that
differentiates our jar lids from our competitors' lids. See below, "Patents and
Trademarks."

          Tilia holds patents throughout many primary worldwide markets on both
the design of the FoodSaver(R) appliance itself as well as on many of its
components. Our patent on the FoodSaver(R) vacuum seal appliance expires in
2009, and our patent on FoodSaver(R) bags expires in 2005. The key elements of
the bag are a unique waffle pattern that facilitates air removal, an oxygen
barrier layer that prevents air from entering the bag and a heat resistant outer
layer to allow easy sealing without burn-through. In addition, we have
registered the VacLoc, SaverMate, VacuTop and VacuSave names with the U.S.
Patent and Trademark Office and in several countries throughout the world.

Raw Materials

                                       6
<PAGE>


          Most of our glass canning jars are supplied under an agreement with
Anchor Glass Container Corporation. Such glass materials are also available from
a variety of other sources at competitive prices. The tin plate raw material
used in the manufacture of our home canning jar lids and closures is supplied by
multiple vendors and is currently available from a variety of sources at
competitive prices. Historically, the raw materials and components that are
necessary for the manufacture of our products have been available in the
quantities that we require.

MATERIALS BASED GROUP

          Our materials based group is currently comprised of three businesses:
zinc products, injection molded plastics, and industrial plastics.

          Effective November 26, 2001, we sold our underperforming thermoformed
plastics operations consisting of the assets of our Triangle, TriEnda and
Synergy World divisions (the "TPD Assets") to Wilbert, Inc. for $21.0 million in
cash, a $1.9 million noninterest-bearing one-year note, and the assumption of
certain identified liabilities. We recorded a pre-tax loss of $121.1 million in
2001 related to the sale.

          Effective November 1, 2001, we sold our majority interest in Microlin,
LLC, a developer of proprietary battery and fluid delivery technology, for
$1,000 in cash plus contingent consideration based upon future performance
through December 31, 2012 and the cancellation of future funding require-ments.
We recorded a pre-tax loss of $1.4 million in 2001 related to the sale.

ZINC

          We believe our zinc strip business is the largest producer of zinc
strip and fabricated products in the United States. We are the sole source
supplier of copper plated zinc penny blanks to both the United States Mint and
the Royal Canadian Mint and are currently exploring opportunities with several
other countries. In addition, we manufacture a line of industrial zinc items
used in the plumbing, automotive, electrical component and European
architectural markets, and the Lifejacket(R) anti-corrosion system. Our
anticorrosion zinc Lifejacket(R) is gaining recognition as a cost-effective
solution to arrest the corrosion of the reinforcement steel within poured
concrete structures.

          We are affected by fluctuations in penny blank requirements of the
United States Department of the Treasury and the Federal Reserve System.
Although the future use of the penny as legal tender has been debated in recent
years, management believes that the zinc penny will remain an important part of
the currency system for the foreseeable future.

Sales and Marketing

          Our sales and marketing staff consists of individuals with
considerable technical background in the field of metallurgy. These individuals
focus on leveraging our core capabilities in zinc metallurgy and
electrochemistry to exploit new market opportunities. The sales and marketing
staff works closely with our engineering and technical services group to deliver
products to the customer. We maintain a website which contains technical
information regarding the advantageous physical properties of zinc versus other
metals.

Manufacturing

          In our Greeneville, Tennessee facility, we manufacture alloys of zinc
strip and fabricated zinc products in a number of configurations for our
customers. We have five lines used to slit the coils into


                                       7
<PAGE>

widths specific by customers. Many customers require less than the full master
coil diameters, so the large coils are broken down into the requested diameters
at the time they are slit. We also produce coin blanks stamped from slit coils
using one of five high-speed presses. The stamped blanks are then rimmed and put
into one of three electroplating lines where the copper coating is applied.

Raw Materials

          We purchase special high-grade zinc ingot and a variety of metals,
including copper, lead, titanium, magnesium, manganese and other alloys, to
produce the zinc alloys we use in our various applications. These alloys have
been developed by our technical staff to meet the specific physical and chemical
characteristics of the finished product applications. We purchase zinc ingot
based on market prices quoted on the London Metals Exchange (month-end average
price) from a variety of suppliers. Certain customers, including the United
States Mint, provide their own purchased zinc that is utilized to manufacture
product at a toll conversion price. We purchase copper for both alloying and
plating purposes based on market prices quoted on the New York Commodities and
Metals Exchange. As with zinc ingot, the United States Mint supplies the
required copper for one-cent coin blanks. We also purchase a variety of
chemicals for production and waste treatment, primarily for use in copper
plating. Prices for chemicals are negotiated with suppliers based on market
supply and demand conditions and volume purchase levels.

UNIMARK-INJECTION MOLDED PLASTICS

          We manufacture precision custom injection molded components for major
companies in the healthcare and consumer products industries. We also own
Yorker(R) Closures, a proprietary product line of plastic closures. Products for
the healthcare industry include items such as intravenous harness components and
surgical devices. Products for manufacturers of consumer goods primarily include
packaging and sport shooting ammunition components.

Customers

          The three major customers of our injection molded plastics business
represented approximately 58% of the Company's 2001 injection molded plastics
sales. We supply shotgun shell components to Winchester Ammunition, healthcare
products (contact lens cases) to CIBA Vision Corporation, Ethicon, Inc., Johnson
& Johnson, CB Fleet Company, Inc., and Meridian Diagnostics, Inc. and consumer
products for The Scotts Company, among others.

Sales and Marketing

          We concentrate our marketing efforts in those markets that require
high levels of precision, quality, and engineering expertise. There is potential
for continued growth in all product lines, especially in the health care market,
where our quality, service and "clean room" molding operations are critical
competitive factors.

Manufacturing

          We manufacture at three facilities located in Greenville, South
Carolina; Reedsville, Pennsylvania; and Springfield, Missouri. The
injection-molding process involves converting plastic resin pellets to a fluid
state through elevated temperature and pressure, at which point the resin is
injected into a mold where it is then formed into a finished part. Molded parts
are usually small, intricate components that are produced using multi-cavity
tooling. Post-molding operations employ robotics and automation for assembly and
packaging.

                                       8
<PAGE>

Raw Materials

          We purchase resin from regular commercial sources of supply and, in
most cases, multiple sources. The supply and demand for plastic resins are
subject to cyclical and other market factors.

Competition

          The market for injection molded plastics is highly competitive. We
concentrate our marketing efforts in those markets that require high levels of
precision, quality, engineering expertise and cleanliness. We have
differentiated ourselves from our competitors by developing long-lasting
relationships with a number of specialty tooling manufacturers and by possessing
strong design capabilities. We believe that the quality and cleanliness of our
facilities provides another competitive advantage for us. As a result, we
believe that we will continue to capture new injection molding programs as they
come to market, as well as benefit from continued outsourcing trends among
original equipment manufacturers.

INDUSTRIAL PLASTICS

          Our industrial plastics business manufactures thermoformed white goods
for a variety of customers in our Fort Smith, Arkansas facility. We also
manufacture and sell extruded plastic sheet and roll stock products in smooth,
textured and laminated finishes for a variety of customers. We produce plastic
tables for original equipment manufacturers in our Fort Smith plant and have a
proprietary line of tables selling under the Vision TM brand that are primarily
sold to the hospitality and institutional markets.

Customers

          We manufacture refrigerator inner door liners and evaporator trays for
Whirlpool, the largest customer of our industrial plastics business, with whom
we have enjoyed a business relationship for over 25 years. In addition, we
supply the after-market inner door liner service parts for Whirlpool. We also
manufacture products for other white goods manufacturers, including Diversified
Refrigeration, Inc., a supplier to General Electric and McCall Refrigeration.

Sales and Marketing

          Our sales and marketing focuses on establishing and building
relationships with major customers in our market. Our experienced sales and
marketing teams, which include members of senior management, emphasize to the
customer our total capabilities. Marketing, product design and manufacturing
personnel interface with multiple contacts within the customer organization from
the initiation of a new program through production.

Manufacturing

          Our products are produced through a thermoforming process.
Thermoforming is an operation in which plastic sheet is converted into a formed
product through single- or twin-sheet vacuum or pressure formed in conjunction
with the application of heat. After the product is formed, the process of
removing the excess material, or trimming, is generally performed by automated
equipment programmed to execute the appropriate steps to produce the finished
part to the customer's specifications. We have the capability to provide
value-added services such as assembling components into finished parts,
performing various finishing operations, or attaching hardware or other items to
a thermoformed part.

                                       9
<PAGE>

Raw Materials

          We purchase resin directly for use in the manufacture of extruded
sheet and also purchase plastic sheet from third-party suppliers in those
instances where we are unable to provide for our needs internally. These raw
materials are obtained from regular commercial sources of supply and, in most
cases, multiple sources. The supply and demand for plastic resins are subject to
cyclical and other market factors. Under our agreement with Whirlpool, we
purchase resin used in the production of Whirlpool products under a supply
contract that Whirlpool negotiates with resin suppliers. This agreement provides
us protection from price fluctuations in materials for Whirlpool products, while
we can usually pass through any changes in material pricing to its other
customers.

PATENTS AND TRADEMARKS

          The Company believes that none of its active patents or trademarks is
essential to the successful operation of its business as a whole. However, one
or more patents or trademarks may be material in relation to individual products
or product lines such as property rights to use the Kerr(R) brand, Ball(R)
brand, and Fruit-Fresh(R) brand names, and the Bernardin(R) trade name in
connection with certain goods to be sold, including home food preservation
supplies, kitchen housewares and packaged foods for human consumption. Pursuant
to the terms of the 1993 distribution agreement with Ball Corporation, we were
granted a license to use the Ball(R) brand name for our consumer products. In
the event of a change of control of the Company which has not received the
approval of a majority of the board of directors or causes us to be controlled
or majority owned by a competitor of Ball, Ball has the option to terminate our
license to use the Ball(R) brand name. Pursuant to the terms of an agreement
with Kerr Group, Inc., we have a perpetual exclusive, worldwide license to use
the Kerr(R) brand name in our consumer products division. However, in the event
of a change of control of the Company which has not received the approval of a
majority of the board of directors of the Company, Kerr has the option to
terminate our license to use the Kerr(R) brand name.

GOVERNMENT CONTRACTS

          The Company enters into contracts with the United States Government
which contain termination provisions customary for government contracts. See
"Zinc" under the Materials Based Group Segment discussion above. The United
States Government retains the right to terminate such contracts at its
convenience. However, if the contract is terminated, the Company is entitled to
be reimbursed for allowable costs and profits to the date of termination
relating to authorized work performed to such date. The United States Government
contracts are also subject to reduction or modification in the event of changes
in government requirements or budgetary constraints. Since entering into a
contract with the Company in 1981, the United States Government has not
terminated the penny blank supply arrangement.

BACKLOG

          The Company typically sells under supply contracts for minimum
(generally exceeded) or indeterminate quantities and, accordingly, is unable to
furnish backlog information.

RESEARCH AND DEVELOPMENT

          Research and development costs are expensed as incurred in connection
with the Company's internal programs for the development of products and
processes and have not been material in recent years.

ENVIRONMENTAL MATTERS

                                       10
<PAGE>

          Our operations are subject to federal, state and local environmental
and health and safety laws and regulations, including those that impose
workplace standards and regulate the discharge of pollutants into the
environment and establish standards for the handling, generation, emission,
release, discharge, treatment, storage and disposal of materials and substances
including solid and hazardous wastes. We believe that we are in material
compliance with such laws and regulations. Further, the cost of maintaining
compliance has not, and we believe, in the future, will not, have a material
adverse effect on our business, results of operations or financial condition.
Due to the nature of our operations and the frequently changing nature of
environmental compliance standards and technology, we cannot predict with any
certainty that future material capital or operating expenditures will not be
required in order to comply with applicable environmental laws and regulations.

          In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually cause
the contamination. We have attempted to limit our exposure to such liabilities
through contractual indemnities and other mechanisms. We do not believe that any
of our existing remediation obligations, including at third-party sites where we
have been named a potentially responsible party, will have a material adverse
effect upon our business, results of operations or financial condition.

                                      * * *

          Our principal executive offices are located at 555 Theodore Fremd
Avenue, Rye, New York, 10580.



                                       11
<PAGE>




                                  RISK FACTORS

          Prospective purchasers of the Common Stock should consider carefully
the following risk factors relating to the offering and the business of the
Company, together with the information and financial data set forth elsewhere in
this Prospectus, prior to making an investment decision. This Prospectus
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "project,"
"management believes," "we believe" and similar words or phrases. Such
statements are based on current expectations and are subject to risks,
uncertainties and assumptions. Certain of these risks are described below.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.

                                  RISK FACTORS

REDUCTIONS, CANCELLATIONS, OR DELAYS IN CUSTOMER PURCHASES WOULD ADVERSELY
AFFECT OUR PROFITABILITY.

         Customers in our consumer products segment, and many customers in our
materials based group segment, generally do not enter into long-term contracts
or commitments with us. As a result, these customers may cancel their orders,
change purchase quantities from forecast volumes, or delay purchases for a
number of reasons beyond our control. Significant or numerous cancellations,
reductions, or delays in purchases by customers could have a material adverse
effect on our business, results of operations and financial condition. In
addition, because many of our costs are fixed, a reduction in customer demand
could have an adverse affect on our gross profit margins and operating income.

WE MAY BE ADVERSELY AFFECTED BY THE TREND TOWARDS RETAIL TRADE CONSOLIDATION.

         With the growing trend towards retail trade consolidation, we are
increasingly dependent upon key retailers whose bargaining strength is growing.
Our consumer products business may be negatively affected by changes in the
policies of our retailer customers, such as inventory destocking, limitations on
access to shelf space, price demands and other conditions.

SALES OF SOME OF OUR PRODUCTS ARE SEASONAL.

         Sales of certain of our products, particularly our consumer products,
are seasonal. Sales of our home canning products generally reflect the pattern
of the growing season, and sales of our FoodSaver (Registered Trademark)
products generally are strongest in the fourth quarter preceding the holiday
season. Sales of these products may be negatively impacted by unfavorable
weather conditions and other market trends. Sales of our consumer products may
also be adversely affected by the trend toward decreasing prices and increasing
quality of purchased preserved food products. Either or both of these factors
could have a material adverse effect on our business, results of operations and
financial condition.

COMPETITION IN OUR INDUSTRIES MAY HINDER OUR ABILITY TO EXECUTE OUR BUSINESS
STRATEGY, ACHIEVE PROFITABILITY, OR MAINTAIN RELATIONSHIPS WITH EXISTING
CUSTOMERS.

         We operate in highly competitive industries. We compete against
numerous other domestic and foreign companies, many of which are more
established in their industries and have substantially greater revenue or
resources than we do. We also face competition from the manufacturing operations
of our current and potential customers in our materials based segment. A shift
away from outsourcing on behalf


                                       12
<PAGE>

of our current or potential customers could have a material adverse effect on
our business, results of operations and financial condition. Competition could
cause price reductions, reduced profits or losses, or loss of market share, any
of which could have a material adverse effect on our business.

         To compete effectively in the future in the consumer products industry,
among other things, we must:

         o    maintain strict quality standards;

         o    develop new products that appeal to consumers; and

         o    deliver products on a reliable basis at competitive prices.

         To compete effectively in the future in the materials based industry,
among other things, we must:

         o    provide technologically advanced manufacturing services;

         o    maintain strict quality standards;

         o    respond flexibly and rapidly to customers' design and schedule
              changes; and

         o    deliver products on a reliable basis at competitive prices.

         Our inability to do any of these things could have a material adverse
effect on our business, results of operations and financial condition.

IF WE FAIL TO DEVELOP NEW OR EXPAND EXISTING CUSTOMER RELATIONSHIPS, OUR ABILITY
TO GROW OUR BUSINESS WILL BE IMPAIRED.

         Growth in our consumer products and materials based group segments
depends to a significant degree upon our ability to develop new customer
relationships and to expand existing relationships with current customers. We
cannot guarantee that new customers will be found, that any such new
relationships will be successful when they are in place, or that business with
current customers will increase. Failure to develop and expand such
relationships could have a material adverse effect on our business, results of
operations and financial condition.

WE CANNOT BE CERTAIN THAT OUR PRODUCT INNOVATIONS AND MARKETING SUCCESSES WILL
CONTINUE.

         We believe that our future success will depend, in part, upon our
ability to continue to introduce innovative designs in our existing products and
to develop, manufacture and market new products. We cannot assure you that we
will be successful in the introduction, marketing and manufacturing of any new
products or product innovations, or develop and introduce in a timely manner
innovations to our existing products which satisfy customer needs or achieve
market acceptance. Our failure to develop new products and introduce them
successfully and in a timely manner would harm our ability to grow our business
and could have a material adverse effect on our business, results of operations
and financial condition.

WE MAY EXPERIENCE DIFFICULTY IN INTEGRATING ACQUIRED BUSINESSES, WHICH MAY
INTERRUPT OUR BUSINESS OPERATIONS.

         We intend to grow through the acquisition of additional companies,
including the acquisition of substantially all of the assets of Tilia. We expect
to face competition for acquisition candidates, which


                                       13
<PAGE>

may limit the number of opportunities and may lead to higher acquisition prices.
There can be no assurance that we will be able to identify, acquire, or manage
profitably additional businesses or to integrate successfully any acquired
businesses into our existing business without substantial costs, delays or other
operational or financial difficulties. Further, acquisitions involve a number of
special risks, including failure of the acquired business to achieve expected
results, diversion of management's attention, failure to retain key personnel of
the acquired business and risks associated with unanticipated events or
liabilities, some or all of which could have a material adverse effect on our
business, results of operations and financial condition.

ALLTRISTA AND TILIA HAVE NO COMBINED OPERATING HISTORY AND THERE CAN BE NO
ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY INTEGRATE TILIA'S OPERATIONS WITH
OUR OWN.

         Prior to our acquisition of Tilia, Tilia was operated as a separate
independent entity, and there can be no assurance that we will be able to
integrate the operations of Tilia successfully or to institute the necessary
systems and procedures, including accounting and financial reporting systems, to
manage the combined enterprise on a profitable basis. There can be no assurance
that our management group will be able to manage the combined entity effectively
or to implement successfully our acuisition and internal growth strategies. Our
inability to integrate Tilia successfully could have a material adverse effect
on our business, results of operations and financial condition.

OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.

         As a result of the acquisition of Tilia, we have a significant amount
of indebtedness. Our significant indebtedness could:

         o    increase our vulnerability to general adverse economic and
              industry conditions;

         o    require us to dedicate a substantial portion of our cash flow
              from operations to payments on our indebtedness, thereby reducing
              the availability of our cash flow to fund working capital,
              capital expenditures, acquisitions and investments and other
              general corporate purposes;

         o    limit our flexibility in planning for, or reacting to, changes in
              our business and the markets in which we operate;

         o    place us at a competitive disadvantage compared to our
              competitors that have less debt; and

         o    limit, among other things, our ability to borrow additional
              funds.

         The following table sets forth our total debt, total stockholders'
equity, total capitalization and ratio of debt to total capitalization on a pro
forma basis:



                                       14
<PAGE>

                                                  Pro forma as of
                                                 December 31, 2001
                                                   (Unaudited)
                                               (Dollars in Thousands)
               Total debt                            212,654
               Total stockholders' equity             34,915
                                                  ----------
               Total capitalization                  247,569
                                                  ==========
               Ratio of debt to total                     86%
               capitalization


WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR INDEBTEDNESS. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

         Our ability to make payments on and to refinance our indebtedness,
including amounts borrowed under our senior credit facility, and to fund planned
capital expenditures and expansion efforts and strategic acquisitions we may
make in the future, if any, will depend on our ability to generate cash in the
future. This, to a certain extent, is subject to general economic, financial,
competitive and other factors that are beyond our control.

         Based on our current level of operations, we believe our cash flow from
operations, together with available cash and available borrowings under our new
senior credit facility, will be adequate to meet future liquidity needs for at
least the next twelve months. However, we cannot assure you that our business
will generate sufficient cash flow from operations in the future, that our
currently anticipated growth in revenues and cash flow will be realized on
schedule or that future borrowings will be available to us under the new senior
credit facility in an amount sufficient to enable us to service indebtedness,
including the notes, or to fund other liquidity needs. We may need to refinance
all or a portion of our indebtedness, including the notes and the new senior
credit facility, on or before maturity. We cannot assure you that we will be
able to do so on commercially reasonable terms or at all.

TO FINANCE THE ACQUISITION OF TILIA, WE ENTERED INTO A NEW $100.0 MILLION SENIOR
CREDIT FACILITY AND MADE AN OFFERING OF 9 3/4% SENIOR SUBORDINATED NOTES IN THE
PRINCIPAL AMOUNT OF $150.0 MILLION, WHICH EACH CONTAIN VARIOUS COVENANTS WHICH
LIMIT OUR MANAGEMENT'S DISCRETION IN THE OPERATION OF OUR BUSINESS.

         The new senior credit facility and the indenture related to the notes
contain various provisions which limit our management's discretion by
restricting our and our subsidiaries' ability to, among other things:

         o    incur additional indebtedness;

         o    pay dividends or distributions on, or redeem or repurchase,
              capital stock;

         o    make investments;

                                       15
<PAGE>

         o    engage in transactions with affiliates;

         o    incur liens;

         o    transfer or sell assets; and

         o    consolidate, merge or transfer all or substantially all of our
              assets.

In addition, the new senior credit facility requires us to meet certain
financial ratios. Any failure to comply with the restrictions of the new senior
credit facility, the indenture related to the notes or any other subsequent
financing agreements may result in an event of default. An event of default may
allow the creditors, if the agreements so provide, to accelerate the related
debt as well as any other debt to which a cross-acceleration or cross-default
provision applies. In addition, the lenders may be able to terminate any
commitments they had made to supply us with further funds.

OUR OPERATIONS ARE SUBJECT TO A NUMBER OF FEDERAL, STATE AND LOCAL ENVIRONMENTAL
REGULATIONS.

         Our operations are subject to federal, state and local environmental
and health and safety laws and regulations including those that impose workplace
standards and regulate the discharge of pollutants into the environment and
establish standards for the handling, generation, emission, release, discharge,
treatment, storage and disposal of materials and substances including solid and
hazardous wastes. We believe that we are in material compliance with such laws
and regulations and that the cost of maintaining compliance will not have a
material adverse effect on our business, results of operations or financial
condition. While we do not anticipate having to make, and historically have not
had to make, significant capital expenditures in order to comply with applicable
environmental laws and regulations, due to the nature of our operations and the
frequently changing nature of environmental compliance standards and technology,
we cannot predict with any certainty that future material capital expenditures
will not be required.

         In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually cause
the contamination. Accordingly, we may become liable, either contractually or by
operation of law, for remediation costs even if the contaminated property is not
presently owned or operated by us, or if the contamination was caused by third
parties during or prior to our ownership or operation of the property. Given the
nature of the past industrial operations conducted by us and others at these
properties, there can be no assurance that all potential instances of soil or
groundwater contamination have been identified, even for those properties where
an environmental site assessment has been conducted. We do not believe that any
of our existing remediation obligations, including at third-party sites where we
have been named a potentially responsible party, will have a material adverse
effect upon our business, results of operations or financial condition. However,
future events, such as changes in existing laws or policies or their
enforcement, or the discovery of currently unknown contamination, may give rise
to additional remediation liabilities that may be material.

WE DEPEND UPON KEY PERSONNEL.

         We are highly dependent on the continuing efforts of our executive
officers, including Martin E. Franklin, our Chairman and Chief Executive
Officer, and Ian G.H. Ashken, our Vice Chairman, Chief Financial Officer, and
Secretary and we likely will depend on the senior management of any significant
business we acquire in the future. Our business, results of operations and
financial condition could be materially adversely affected by the loss of any of
these persons and the inability to attract and retain qualified replacements.

                                       16
<PAGE>

WE ENTER INTO CONTRACTS WITH THE UNITED STATES GOVERNMENT AND OTHER GOVERNMENTS.

         We have entered into a contract with the United States government to
supply penny blanks to the United States Mint. We have also entered into a
contract with the Canadian government to supply penny blanks to the Royal
Canadian Mint. These contracts contain termination provisions customary for
government contracts. The United States government and Canadian government
retain the right to terminate these contract at their convenience. These
contracts are also subject to reduction or modification in the event of changes
in government requirements or budgetary constraints. Modification or termination
of contracts with the United States or Canadian government could have a material
adverse effect on our business, results of operations and financial condition.

         Our largest zinc products customer is the United States Mint, which
announced in the fourth quarter of 2001 that it was implementing an inventory
reduction program for all coinage. In addition, several times in recent years,
proposed legislation has been introduced which, if passed, could reduce or
eliminate the circulation of the penny. If production, use or demand for the
U.S. penny is reduced, it could have a material adverse effect on our business,
results of operations and financial condition.

OUR OPERATING RESULTS CAN BE ADVERSELY AFFECTED BY CHANGES IN THE COST OR
AVAILABILITY OF RAW MATERIALS.

         Pricing and availability of raw materials for use in our businesses can
be volatile due to numerous factors beyond our control, including general,
domestic and international economic conditions, labor costs, production levels,
competition, import duties and tariffs and currency exchange rates. This
volatility can significantly affect the availability and cost of raw materials
for us, and may, therefore, have a material adverse effect on our business,
results of operations and financial condition.

         We have no long-term, fixed-price purchase contracts for the raw
materials used in our consumer products or materials based group segments.
During periods of rising raw materials pricing, there can be no assurance that
we will be able to pass any portion of such increases on to customers.
Conversely, when raw material prices decline, customer demands for lower prices
could result in lower sale prices and, to the extent we have existing inventory,
lower margins. As a result, fluctuations in raw material prices could have a
material adverse effect on our business, results of operations and financial
condition.

         Some of the products we manufacture require particular types of glass,
plastic, metal or other materials. Supply shortages for a particular type of
material can delay production or cause increases in the cost of manufacturing
our products. This could have a material adverse effect on our business, results
of operations and financial condition.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BECAUSE OF RISKS WHICH ARE PARTICULAR
TO INTERNATIONAL OPERATIONS.

         International sales (and the international operations of our customers)
are subject to inherent risks which could adversely affect us, including, among
other things:

         o    fluctuations in the value of currencies;

         o    unexpected changes in and the burdens and costs of compliance
              with a variety of foreign laws;

         o    political and economic instability;

                                       17
<PAGE>

         o    increases in duties and taxation; and

         o    reversal of the current policies (including favorable tax and
              lending policies) encouraging foreign investment or foreign trade
              by our host countries.

WE DEPEND ON SUPPLIERS IN ASIA.

         The vast majority of our FoodSaver(R) products are manufactured by
third party suppliers in China. Any adverse change in, among other things, any
of the following could have a material adverse effect on our business, results
of operations and financial condition:

         o    our relationship with these suppliers;

         o    the financial condition of these suppliers;

         o    our ability to import outsourced products; or

         o    these suppliers' ability to manufacture and deliver outsourced
              products on a timely basis.

         We cannot assure you that we could quickly or effectively replace any
of our suppliers if the need arose, and we cannot assure you that we could
retrieve tooling and molds possessed by any of our suppliers. Our dependence on
these few suppliers could also adversely affect our ability to react quickly and
effectively to changes in the market for our products. In addition,
international manufacturing is subject to significant risks, including, among
other things:

         o    labor unrest;

         o    political instability;

         o    restrictions on transfer of funds;

         o    domestic and international customs and tariffs;

         o    unexpected changes in regulatory environments; and

         o    potentially adverse tax consequences.

Labor in China has historically been readily available at relatively low cost as
compared to labor costs applicable in other nations. China has experienced rapid
social, political and economic change in recent years. We cannot assure you that
labor will continue to be available to us in China at costs consistent with
historical levels. A substantial increase in labor costs in China could have a
material adverse effect on our business, results of operations and financial
condition. Although China currently enjoys "most favored nation" trading status
with the United States, the U.S. government has in the past proposed to revoke
such status and to impose higher tariffs on products imported from China. We
cannot assure you that our business will not be affected by the aforementioned
risks, each of which could have a material adverse effect on our business,
results of operations and financial condition.

OUR PERFORMANCE CAN FLUCTUATE WITH THE FINANCIAL CONDITION OF THE RETAIL
INDUSTRY.

          We sell our consumer products to retailers, including food, hardware,
catalog and mass merchants, in the United States and Canada. A significant
deterioration in the financial condition of our


                                       18
<PAGE>

major customers could have a material adverse effect on our sales and
profitability. We continually monitor and evaluate the credit status of our
customers and attempt to adjust sales terms as appropriate. Despite these
efforts, a bankruptcy filing by a key customer could have a material adverse
effect on our business, results of operations and financial condition.

         In addition, as a result of the desire of retailers to more closely
manage inventory levels, there is a growing trend among retailers to make
purchases on a "just-in-time" basis. This requires us to shorten our lead time
for production in certain cases and more closely anticipate demand, which could
in the future require the carrying of additional inventories.

CLAIMS MADE AGAINST US BASED ON PRODUCT LIABILITY COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

         As a producer and marketer of consumer products, we are subject to the
risk of claims for product liability. We maintain product liability insurance,
but there is a risk that our coverage will not be sufficient to insure against
all claims which may be brought against us, or that we will not be able to
maintain that coverage or obtain additional insurance covering existing or new
products. If a product liability claim exceeding our insurance coverage were to
be successfully asserted against us, it could have a material adverse effect on
our business, results of operations and financial condition.

WE DEPEND ON OUR PATENTS AND PROPRIETARY RIGHTS.

         Our success with our proprietary products depends, in part, on our
ability to protect our current and future technologies and products and to
defend our intellectual property rights. If we fail to adequately protect our
intellectual property rights, competitors may manufacture and market products
similar to ours. We cannot be sure that we will receive patents for any of our
patent applications or that any existing or future patents that we receive or
license will provide competitive advantages for our products. We also cannot be
sure that competitors will not challenge, invalidate or avoid the application of
any existing or future patens that we receive or license. In addition, patent
rights may not prevent our competitors from developing, using or selling
products that are similar or functionally equivalent to our products.
Furthermore, the patents we maintain on the bags used for vacuum sealing expire
in 2005 and the patents we maintain on our home vacuum packaging systems expire
in 2009.

WE DEPEND ON A SINGLE MANUFACTURING FACILITY FOR CERTAIN ESSENTIAL PRODUCTS.

         Certain of our products, including some using specially designed
machines and proprietary cutting technology, are manufactured at a sole
company-owned manufacturing facility. These facilities are subject to the normal
hazards that could result in material damage to such facilities. Damage to any
of these facilities, or prolonged interruption in the operations of any of these
facilities for repairs or other reasons, could have a material adverse effect on
our business, results of operations and financial condition.

CERTAIN OF OUR EMPLOYEES ARE REPRESENTED BY LABOR UNIONS.

         As of December 31, 2001, approximately 215 of our employees were
covered by collective bargaining agreements. These agreements expire at our
consumer products facility (Muncie, Indiana) on October 15, 2006 and at our zinc
products facility (Greeneville, Tennessee) on October 4, 2003. While we have not
experienced a work stoppage, slowdown or strike during the past five years and
management believes that its relationships with our collective bargaining units
are good, no assurance can be made that we will not experience a work stoppage,
slowdown or strike in the future. A work stoppage, slowdown or strike by our
employees, or the employees of our suppliers or customers, could have a material
adverse effect on our business, results of operations and financial condition.

                                       19
<PAGE>

FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH IN THIS PROSPECTUS, THE
SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE SECURITIES SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.




                                       20
<PAGE>




                              SELLING STOCKHOLDERS

                  This prospectus relates to Shares that are being registered
for reoffers and resales by Selling Stockholders who have acquired or may
acquire Shares pursuant to each of the 1998 Plan and the 2001 Plan. The Selling
Stockholders may resell any or all of the Shares at any time they choose while
this prospectus is effective.

                  Executive officers and directors, their family members, trusts
for their benefit, or entities that they own, that acquire common stock under
the Plans may be added to the Selling Stockholder list below by a prospectus
supplement filed with the SEC. The number of Shares to be sold by any Selling
Stockholder under this prospectus also may be increased or decreased by a
prospectus supplement. Non-affiliates who purchased restricted securities, as
these terms are defined in rule 144(a) under the Securities Act, under any of
our employee benefit plans and who are not named below may use this prospectus
for the offer or sale of their common stock if they hold 1,000 shares or less.
Although a person's name is included in the table below, neither that person nor
we are making an admission that the named person is our "affiliate."

                  The information in the table below sets forth, for each
Selling Stockholder, based upon information available to us as of April 18,
2002, the number of shares of our common stock beneficially owned before and
after the sale of the Shares, the maximum number of Shares to be sold and the
percentage of the outstanding shares of our common stock owned after the sale of
the Shares. We have not been informed whether any Selling Stockholders intend to
sell any Shares. The inclusion of Shares in the table below does not constitute
a commitment to sell any Shares.

<TABLE>
<CAPTION>
                                                                                     NUMBER OF      PERCENTAGE OF
                                                                                      SHARES            COMMON
                                                     NUMBER OF                         TO BE         STOCK TO BE
                                                       SHARES                      BENEFICIALLY      BENEFICIALLY
                               RELATIONSHIPS TO     BENEFICIALLY   SHARES TO BE     OWNED AFTER      OWNED AFTER
NAME OF SELLER                    THE COMPANY        OWNED (1)        SOLD(2)      THE OFFERING    THE OFFERING(1)
--------------                    -----------        ---------        -------      ------------    ---------------
<S>                          <C>                       <C>               <C>              <C>            <C>
Martin E. Franklin             Chairman of the         997,100(3)        350,000          647,100        9.2%
                              Board of Directors
                                   and CEO

Ian G.H. Ashken                 Vice Chairman,         817,100(4)        170,000          647,100        9.1%
                               Chief Financial
                                 Officer and
                             Secretary; Director

Patrick W. Rooney                  Director                27,500         24,000            5,500         *

Richard L. Molen                   Director                27,400         24,000            5,400         *

David L. Swift                     Director                28,100         24,000            6,100         *

Robert L. Wood                     Director                23,000         24,000            1,000         *

Linda W. Popwell                   Director                25,425         24,000            3,425         *



                                       21
<PAGE>

Douglas H. Huemme                  Director                23,675         24,000            1,675         *

J. David Tolbert               Vice President,              8,929         22,500            7,054         *
                             Human Resources and
                                Administration
</TABLE>

*        Less than 1%

(1)      Based on 7,041,720 Shares of Common Stock outstanding as of April 18,
         2002. As used in this table, a beneficial owner of a security includes
         any person who, directly or indirectly, through contract, arrangement,
         understanding, relationship or otherwise has or shares (a) the power to
         vote, or direct the voting of, such security or (b) investment power
         which includes the power to dispose, or to direct the disposition of,
         such security. In addition, a person is deemed to be the beneficial
         owner of a security if that person has the right to acquire beneficial
         ownership of such security within 60 days.

(2)      Represents the maximum number of Shares issued under each of the 1998
         Plan and the 2001 Plan that could be sold under this prospectus if the
         holder sold all of his or her Shares, exercised all of his or her
         options when vested and sold the underlying Shares. Does not constitute
         a commitment to sell any or all of the stated number of Shares. The
         number of Shares to be sold shall be determined from time to time by
         each Selling Stockholder in his or her discretion.

(3)      Includes 50,000 shares of unvested restricted stock and 647,100 shares
         beneficially owned by Marlin Partners II, L.P.

(4)      Includes 20,000 shares of unvested restricted stock and 647,100 shares
         beneficially owned by Marlin Partners II, L.P.

                              PLAN OF DISTRIBUTION

          The Selling Stockholders (or their pledgees, donees, transferees, or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker or into an existing trading
market, in private sales, including direct sales to purchasers, or otherwise at
prevailing market prices or at negotiated or fixed prices. By way of example,
and not by way of limitation, the Shares may be sold by one or more of the
following methods: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may purchase and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the seller may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus.

          The Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

          In order to comply with certain state securities law, if applicable,
the Common Stock will not be sold in a particular state unless the Common Stock
has been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.

           Each Selling Stockholder will deliver a Prospectus in connection with
the sale of the Shares.


                                       22
<PAGE>


                                    EXPENSES

          All expenses of this Offering, including the expenses of the
registration of the Shares of Common Stock offered hereby, will be borne by us.
It is estimated that the total amount of such expenses will not exceed $40,000.

                                 USE OF PROCEEDS

          The Company will not realize any proceeds from the sale of the Common
Stock which may be sold pursuant to this prospectus for the respective accounts
of the Selling Stockholders. The Company, however, will derive proceeds from the
sale of stock to Selling Stockholders and upon the exercise of the options
granted to Selling Stockholders. All such proceeds will be available to the
Company for working capital and general corporate purposes. No assurances can be
given, however, as to when or if any or all of the Options will be exercised.

                                    LEGALITY

          Certain legal matters in connection with the securities offered
hereunder will be passed upon for the Company by Kane Kessler, P.C., 1350 Avenue
of the Americas, New York, New York 10019.

                                     EXPERTS

          The consolidated financial statements of Alltrista Corporation and its
Subsidiaries appearing in the Annual Report (Form 10-K) of Alltrista Corporation
and its Subsidiaries for the year ended December 31, 2001, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance on such
report given upon the authority of such firm as experts in accounting and
auditing.



                                       23
<PAGE>


          This Prospectus contains information concerning the Company, but does
not contain all of the information set forth in the Registration Statement and
the Exhibits relating thereto, which the Company has filed with the Securities
and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as
amended, and to which reference is hereby made.

                            -------------------------

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----
AVAILABLE INFORMATION.....................................................  2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................  2

THE COMPANY...............................................................  4

RISK FACTORS.............................................................. 12

SELLING STOCKHOLDERS...................................................... 21

PLAN OF DISTRIBUTION...................................................... 22

EXPENSES.................................................................. 23

USE OF PROCEEDS........................................................... 23

LEGALITY.................................................................. 23

EXPERTS................................................................... 23

No dealer, salesperson or other person has been authorized to given any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any implication that there
have been no changes in the affairs of the Company since the date hereof.

                            ------------------------



<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by Alltrista Corporation, a Delaware corporation
(the "Company"), are incorporated by reference into the Registration Statement:

                           (a) The Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2001, filed pursuant to the
                  Securities Exchange Act of 1934 (the "Exchange Act");

                           (b) The Company's Current Report on Form 8-K, Date of
                  Event - December 18, 2001, filed on January 9, 2002 pursuant
                  to the Exchange Act;

                           (c) The Company's Current Report on Form 8-K, Date of
                  Event - March 28, 2002, filed on March 28, 2002 pursuant to
                  the Exchange Act;

                           (d) The Company's Current Report on Form 8-K, Date of
                  Event - March 28, 2002, filed on March 29, 2002 pursuant to
                  the Exchange Act;

                           (e) The Company's Current Report on Form 8-K, Date of
                  Event - April 24, 2002, filed on May 9, 2002 pursuant to the
                  Exchange Act;

                           (f) The description of the Company's Common Stock
                   contained in the Company's Registration Statement on Form
                   8-A, filed with the Commission on May 1, 2002 by the Company
                   to register such securities under the Exchange Act, including
                   all amendments and reports filed for the purpose of updating
                   that description; and

                           (g) The description of the Company's Preferred Stock
                   Purchase Rights contained in the Company's Registration
                   Statement on Form 8-A, filed with the Commission on May 1,
                   2002 by the Company to register such securities under the
                   Exchange Act, including all amendments and reports filed for
                   the purpose of updating that description.

          In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

ITEM 4.           DESCRIPTION OF SECURITIES

                                      II-1
<PAGE>

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law ("DGCL"), a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding (i) if such person acted in
good faith and in a manner that person reasonably believed to be in or not
opposed to the best interests of the corporation and (ii) with respect to any
criminal action or proceeding, if he or she had no reasonable cause to believe
such conduct was unlawful. In actions brought by or in the right of the
corporation, a corporation may indemnify such person against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner that person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which the Court of Chancery or other such court shall deem proper. To
the extent that such person has been successful on the merits or otherwise in
defending any such action, suit or proceeding referred to above or any claim
issue or matter therein, he or she is entitled to indemnification for expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith. The indemnification and advancement of expenses provided
for or granted pursuant to Section 145 is not exclusive of any other rights of
indemnification or advancement of expenses to which those seeking
indemnification or advancement of expenses may be entitled, and a corporation
may purchase and maintain insurance against liabilities asserted against any
former or current director, officer, employee or agent of the corporation, or a
person who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, whether or not the power to indemnify is provided by
the statute.

         Article VII, Section B of the Company's Restated Certificate of
Incorporation provides the following:

                  1. The Company shall indemnify each person who is or was a
         director, officer or employee of the Company, or of any other
         corporation, partnership, joint venture, trust or other enterprise
         which he is serving or served in any capacity at the request of the
         Company, against any and all liability and reasonable expense that may
         be incurred by him in connection with or resulting from any claim,
         actions, suit or proceeding (whether actual or threatened, brought by
         or in the right of the Company or such other corporation, partnership,
         joint venture, trust or other enterprise, or otherwise, civil,
         criminal, administrative, investigative, or in connection with an
         appeal relating thereto), in which he may become involved, as a party
         or otherwise, by reason of his being or having been a director, officer
         or employee of the Company or of such other


                                      II-2
<PAGE>

         corporation, partnership, joint venture, trust or other enterprise or
         by reason of any past or future action taken or not taken in his
         capacity as such director, officer or employee, whether or not he
         continues to be such at the time such liability or expense is
         incurred, provided that a determination is made by the Company in
         accordance with Delaware law that such person acted in good faith and
         in a manner he reasonably believed to be in the best interests of the
         Company or at least not opposed to the best interests of such other
         corporation, partnership, joint venture, trust or other enterprise, as
         the case may be, and, in addition, in any criminal action or
         proceedings, had reasonable cause to believe his conduct was lawful or
         no reasonable cause to believe that his conduct was unlawful. The
         termination of a proceeding by judgment, order, settlement, conviction
         or upon a plea of nolo contendere or its equivalent is not, of itself,
         determinative that the person did not meet the standard of conduct
         described in the previous sentence. Notwithstanding the foregoing,
         there shall be no indemnification (a) as to amounts paid or payable to
         the Company or such other corporation, partnership, joint venture,
         trust or other enterprise, as the case may be, for or based upon the
         director, officer or employee having gained in fact any personal
         profit or advantage to which he was not legally entitled; (b) as to
         amounts paid or payable to the Company for an accounting of profits in
         fact made from the purchase or sale of securities of the Company
         within the meaning of Section 16(b) of the Exchange Act and amendments
         thereto or similar provisions of any state statutory law; or (c) with
         respect to matters as to which indemnification would be in
         contravention of the laws of the State of Delaware or of the United
         States of America whether as a matter of public policy or pursuant to
         statutory provisions.

                  2. Any such director, officer or employee who has been wholly
         successful, on the merits or otherwise, with respect to any claim,
         action, suit or proceeding of the character described herein shall be
         entitled to indemnification as of right, except to the extent he has
         otherwise been indemnified. Except as provided in the preceding
         sentence, any indemnification hereunder shall be granted by the
         Company, but only if (a) the Board of Directors of the Company, acting
         by a quorum consisting of directors who are not partners to or who have
         been wholly successful with respect to such claim, action, suit or
         proceeding, shall find that the director, officer or employee has met
         the applicable standards of conduct set forth in paragraph 1 of this
         Section B of Article VII; or (b) outside legal counsel engaged by the
         Company (who may be regular counsel of the Company) shall deliver to
         the Company its written opinion that such director, officer or employee
         has met such applicable standards of conduct; or (c) a court of
         competent jurisdiction has determined that such director, officer or
         employee has met such standards, in an action brought either by the
         Company, or by the director, officer or employee seeking
         indemnification, applying de novo such applicable standards of conduct.
         The termination of any claim, action, suit or proceeding, civil or
         criminal, by judgment, settlement (whether with or without court
         approval) or conviction or upon a plea of guilty or of nolo contendere,
         or its equivalent, shall not create a presumption that a director,
         officer or employee did not meet the applicable standards of conduct
         set forth in paragraph 1 of this Section B of Article VII.

                  3. As used in this Section B of Article VII, the term
         "liability" shall mean amounts paid in settlement or in satisfaction of
         judgments of fines or penalties, and the term "expense" shall include,
         but not be limited to, attorneys' fees and disbursements, incurred in
         connection with the claim, action, suit or proceeding. The Company may
         advance expenses to, or where appropriate may at its option and expense
         undertake the defense of, any such director, officer or employee upon
         receipt of an undertaking by or on behalf of such person to repay such
         expenses if it should ultimately be determined that the person is not
         entitled to indemnification under this Section B of Article VII.

                                      II-3
<PAGE>

                  4. The provisions of this Section B of Article VII shall be
         applicable to claims, actions, suits or proceedings made or commenced
         after the adoption hereof, whether arising from acts or omissions to
         act occurring before or after the adoption hereof. If several claims,
         issues or matters of action are involved, any such director, officer or
         employee may be entitled to indemnification as to some matters even
         though he is not so entitled as to others. The rights of
         indemnification provided hereunder shall be in addition to any rights
         to which any director, officer or employee concerned may otherwise be
         entitled by contract or as a matter of law, and shall inure to the
         benefit of the heirs, executors and administrators of any such
         director, officer or employee. Any repeal or modification of the
         provisions of this Section B of Article VII by the stockholders of the
         Company shall not adversely affect any rights to indemnification and
         advancement of expenses existing pursuant to this Section B of Article
         VII with respect to any acts or omissions occurring prior to such
         repeal or modification.

         The directors and officers of the Company are insured (subject to
certain exceptions and deductions) against liabilities which they may incur in
their capacity as such including liabilities under the Securities Act, under
liability insurance policies carried by the Company.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Certain restricted securities to be reoffered and resold
pursuant to this Registration Statement were issued under the 2001 Plan and the
1998 Plan and in transactions exempt from registration pursuant to Section 4(2)
of the Securities Act.

ITEM 8.           EXHIBITS

Exhibit No.           Description of Exhibits

3.1                   Restated Certificate of Incorporation of Alltrista
                      Corporation (filed as Exhibit 3.1 to Alltrista
                      Corporation's Annual Report on Form 10-K for the year
                      ended December 31, 2001)*

3.2                   By-laws of Alltrista Corporation (filed as Exhibit 3.2 to
                      Alltrista Corporation's Annual Report on Form 10-K for the
                      year ended December 31, 2001)*

4.1                   Alltrista Corporation 1998 Long-Term Equity Incentive
                      Plan (filed as Appendix A to Alltrista Corporation's
                      Proxy Statement dated April 8, 1998, Filing No. 0-21052)*

4.2                   Alltrista Corporation 2001 Stock Option Plan (filed as
                      Exhibit 10.6 to Alltrista Corporation's Quarterly Report
                      on Form 10-Q for the quarter ended September 30, 2001)*

4.3                   Form of Rights Agreement (filed as Exhibit 4.1 to the
                      Company's Quarterly Report on Form 10-Q, Filing
                      No. 021052, and incorporated herein by reference, filed
                      May 12, 1999).*

4.4                   Amendment to Rights Agreement, dated as of July 19, 2001,
                      between the Company and EquiServe Trust Company, N.A. as
                      successor in interest to The First Chicago Trust Company
                      of New York as Rights Agent (filed as Exhibit 4.1 to the
                      Company's Form 8-K, Filing No. 0-21052, and incorporated
                      herein by reference, filed August 21, 2001).*

                                      II-4
<PAGE>

 4.5                  Amendment to Rights Agreement, dated as of December 14,
                      2001, between the Company and EquiServe Trust Company,
                      N.A. as successor in interest to the First Chicago Trust
                      Company of New York as Rights Agent (filed as Exhibit 1 to
                      the Company's Form 8-A/A, Filing No. 0-21052, and
                      incorporated herein by reference, filed January 9, 2002).*

 4.6                  Amendment to Rights Agreement, dated as of March 4, 2002,
                      between the Company and National City Bank as successor in
                      interest to EquiServe Trust Company, N.A. and the First
                      Chicago Trust Company of New York as Rights Agent (filed
                      as Exhibit 1 to the Company's Form 8-A/A, Filing No.
                      0-21052, and incorporated herein by reference, filed May
                      1, 2002).*

 5.1                  Opinion of Kane Kessler, P.C. regarding the legality of
                      the securities being registered.**

23.1                  Consent of Ernst & Young LLP.**

23.2                  Consent of Kane Kessler, P.C. (included in Exhibit 5).**

24.1                  Power of Attorney (included in the signature pages of this
                      registration statement).**

--------------

*    Incorporated by reference.

**   Filed herewith.

ITEM 9.           UNDERTAKINGS

         A.       The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the


                                      II-5
<PAGE>

securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.




                                      II-6
<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rye, State of New York, on this 9th day of May,
2002.



                              ALLTRISTA CORPORATION



                              By: /s/ Martin E. Franklin
                                  -----------------------------
                                  Name:  Martin E. Franklin
                                  Title: Chairman and Chief Executive Officer




                                      II-7
<PAGE>


                                POWER OF ATTORNEY

          Each of the undersigned officers and directors of Alltrista
Corporation hereby severally constitutes and appoints Ian G. H. Ashken as the
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all pre- or post-effective amendments to this
Registration Statement, any subsequent Registration Statement for the same
offering which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and any and all pre- or post-effective amendments thereto, and
to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact may lawfully do or cause to be
done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated:

<TABLE>
<CAPTION>
                   Name                                    Title                                 Date
                   ----                                    -----                                 ----
<S>                                         <C>                                              <C>
/s/ Martin E. Franklin                      Chairman and Chief Executive                     May 9, 2002
------------------------------------        Officer (Principal Executive
Martin E. Franklin                          Officer)


/s/ Ian G. H. Ashken                        Vice Chairman, Chief Financial                   May 9, 2002
------------------------------------        Officer and Secretary (Principal
Ian G. H. Ashken                            Financial Officer and Principal
                                            Accounting Officer)

/s/ Patrick W. Rooney                       Director                                         May 9, 2002
------------------------------------
Patrick W. Rooney


/s/ Richard L. Molen                        Director                                         May 9, 2002
------------------------------------
Richard L. Molen


                                            Director                                         May  , 2002
------------------------------------
David L. Swift


/s/ Robert L. Wood                          Director                                         May 9, 2002
------------------------------------
Robert L. Wood


/s/ Lynda W. Popwell                        Director                                         May 8, 2002
------------------------------------
Lynda W. Popwell


/s/ Douglas W. Huemme                       Director                                        May 10, 2002
------------------------------------
Douglas W. Huemme
</TABLE>



                                      II-8
<PAGE>




                                  EXHIBIT INDEX

ITEM 8.           EXHIBITS

Exhibit No.            Description of Exhibits
-----------            -----------------------
 3.1                   Restated Certificate of Incorporation of Alltrista
                       Corporation (filed as Exhibit 3.1 to Alltrista
                       Corporation's Annual Report on Form 10-K for the year
                       ended December 31, 2001)*

 3.2                   By-laws of Alltrista Corporation (filed as Exhibit 3.2 to
                       Alltrista Corporation's Annual Report on Form 10-K for
                       the year ended December 31, 2001)*

 4.1                   Alltrista Corporation 1998 Long-Term Equity Incentive
                       Plan (filed as Appendix A to Alltrista Corporation's
                       Proxy Statement dated April 8, 1998, Filing No. 0-21052)*

 4.2                   Alltrista Corporation 2001 Stock Option Plan (filed as
                       Exhibit 10.6 to Alltrista Corporation's Quarterly Report
                       on Form 10-Q for the quarter ended September 30, 2001)*

 4.3                   Form of Rights Agreement (filed as Exhibit 4.1 to the
                       Company's Quarterly Report on Form 10-Q, Filing No.
                       021052, and incorporated herein by reference, filed
                       May 12, 1999).*

 4.4                   Amendment to Rights Agreement, dated as of July 19, 2001,
                       between the Company and EquiServe Trust Company, N.A. as
                       successor in interest to The First Chicago Trust Company
                       of New York as Rights Agent (filed as Exhibit 4.1 to the
                       Company's Form 8-K, Filing No. 0-21052, and incorporated
                       herein by reference, filed August 21, 2001).*

 4.5                   Amendment to Rights Agreement, dated as of December 14,
                       2001, between the Company and EquiServe Trust Company,
                       N.A. as successor in interest to the First Chicago Trust
                       Company of New York as Rights Agent (filed as Exhibit 1
                       to the Company's Form 8-A/A, Filing No. 0-21052, and
                       incorporated herein by reference, filed January 9,
                       2002).*

 4.6                   Amendment to Rights Agreement, dated as of March 4, 2002,
                       between the Company and National City Bank as successor
                       in interest to EquiServe Trust Company, N.A. and the
                       First Chicago Trust Company of New York as Rights Agent
                       (filed as Exhibit 1 to the Company's Form 8-A/A, Filing
                       No. 0-21052, and incorporated herein by reference, filed
                       May 1, 2002).*

 5.1                   Opinion of Kane Kessler, P.C. regarding the legality of
                       the securities being registered.**

23.1                   Consent of Ernst & Young LLP.**

23.2                   Consent of Kane Kessler, P.C. (included in Exhibit 5).**

24.1                   Power of Attorney (included in the signature pages of
                       this registration statement).**

--------------

*       Incorporated by reference.
**      Filed herewith.
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As filed with the Securities and Exchange Commission on May 10, 2002
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              ALLTRISTA CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                          35-1828377
     (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                    Identification Number)

                            555 Theodore Fremd Avenue
                               Rye, New York 10580
                                 (914) 967-9400
(Address, including zip code, and telephone number, including area code, of
principal executive offices)

                            ------------------------
           ALLTRISTA CORPORATION 1998 LONG-TERM EQUITY INCENTIVE PLAN
                  ALLTRISTA CORPORATION 2001 STOCK OPTION PLAN
                            (Full title of the plan)
                            ------------------------

                               Martin E. Franklin
                      Chairman and Chief Executive Officer
                              Alltrista Corporation
                            555 Theodore Fremd Avenue
                               Rye, New York 10580
                                 (914) 967-9400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                    Copy to:
                               Kane Kessler, P.C.
                           1350 Avenue of the Americas
                             New York, NY 10019-4896
                                 (212) 541-6222
                         Attn: Robert L. Lawrence, Esq.
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
 Title of securities to        Amount to be          Proposed maximum        Proposed maximum          Amount of
     be registered            registered (1)        offering price per      aggregate offering    registration fee(4)
                                                         share (3)               price (3)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
value per share(2)
                                1,000,000               $31.44                   $31,440,000              $2,893
=======================================================================================================================
(1)      This Registration Statement covers 350,000 shares of common stock,
         $0.01 par value per share, of Alltrista Corporation (the "Common
         Stock") issuable pursuant to the Alltrista Corporation 1998 Long-Term
         Equity Incentive Plan (the "1998 Plan") and 650,000 shares of Common
         Stock issuable pursuant to the Alltrista Corporation 2001 Stock Option
         Plan (the "2001 Plan") (the 1998 Plan and the 2001 Plan are
         collectively referred to herein as the "Plans"). In addition, pursuant
         to Rule 416(c) under the Securities Act of 1933, as amended (the
         "Securities Act") this Registration Statement covers an indeterminable
         number of additional shares of Common Stock as may hereafter be offered
         or issued pursuant to the Plans, to prevent dilution resulting from
         stock splits, stock dividends or similar transactions effected without
         receipt of consideration.

(2)      The Board of Directors of Alltrista Corporation declared a dividend
         distribution of one Series A Junior Participating Preferred Stock
         purchase right (the "Right") for each outstanding share of Common Stock
         to stockholders of record at the close of business on March 22, 1993
         and authorized the issuance of one Right for each share of Common Stock
         issued after March 22, 1993 and prior to the occurrence of certain
         prescribed events. The description and terms of the Series A Junior
         Participating Preferred Stock purchase rights are set forth in Rights
         Agreement, dated as of March 22, 1993, as amended and restated as of
         May 7, 1999, and as further amended as of July 19, 2001 and December
         14, 2001 (the "Agreement"), between the Company and National City Bank,
         N.A., as successor rights agent. Until the occurrence of certain
         prescribed events, the rights are not exercisable, are evidenced by the
         certificates for Common Stock and, upon surrender, transferred with the
         underlying Common Stock. The value attributable to such rights, if any,
         is reflected in the market price of Common Stock.
(3)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(c) and 457(h), the proposed maximum offering price
         per share is based upon (i) the average exercise price relating to
         approximately 228,000 outstanding options granted under the plans for
         which the underlying shares of Common Stock have not previously been
         registered, which is $14.04 and (ii) with respect to 772,000 shares
         available for grant under the plans or previously issued shares, a
         price of $36.575 (the average of the high and low price of the
         Registrant's Common Stock as reported on The New York Stock Exchange on
         May 9, 2002).

(4)      $2,096.59 was paid with a Registration Statement No. 333-67033 relating
         to 300,000 shares of common stock issued or issuable under the 1998
         Plan. These shares are being carried forward in a combined reoffer
         prospectus being filed herewith (to the extent that there are or may be
         control or restricted securities). See the Rule 429 note below.

--------------------------------------------------------------------------------

         As permitted by Rule 429 under the Securities Act of 1933, the
         prospectus filed together with this Registration Statement shall be
         deemed to be a combined resale prospectus which shall also relate to
         the registrant's Registration Statement No. 333-67033 on Form S-8.
EXPLANATORY NOTE

          The 1,000,000 shares of common stock, $0.01 par value per share (the
"Common Stock") of Alltrista Corporation, a Delaware corporation (the
"Company"), being registered pursuant to this Form S-8 are comprised of (i)
350,000 shares of the Common Stock issued or issuable to participants under the
Alltrista Corporation 1998 Long-Term Equity Incentive Plan (the "1998 Plan") and
(ii) 650,000 shares of Common Stock issued or issuable to participants under the
Alltrista Corporation 2001 Stock Option Plan (the "2001 Plan" and together with
the 1998 Plan, the "Plans"). The Company previously registered 300,000 shares of
Common Stock for issuance under the 1998 Plan under a registration statement on
Form S-8, as filed with the Securities and Exchange Commission on November 10,
1998 (file no. 333-67033) (the "1998 Registration Statement"). Pursuant to
General Instruction E to Form S-8, this Registration Statement incorporates by
reference the contents of the 1998 Registration Statement, except as otherwise
set forth herein.

          This Registration Statement contains two parts. The first part
contains a prospectus pursuant to Form S-3 (in accordance with Section C of the
General Instructions to the Form S-8) which covers reoffers and resales of
"restricted securities" and/or "control securities" (as such terms are defined
in Section C of the General Instructions to Form S-8) of Alltrista Corporation.
This Reoffer prospectus relates to (i) up to 650,000 shares of common stock that
have been or may be issued to certain officers and directors of the Company
pursuant to the 2001 Plan and (ii) up to 350,000 shares of Common Stock
(including 300,000 shares of Common Stock previously registered under the 1998
Registration Statement) that have been or may be issued to certain officers and
directors of the Company pursuant to the 1998 Plan. The second part of this
Registration Statement contains Information Required in the Registration
Statement pursuant to Part II of Form S-8. The Form S-8 portion of this
Registration Statement will be used for offers of shares of Common Stock of
Alltrista Corporation pursuant to each of the 1998 Plan and the 2001 Plan. The
Plan Information specified by Part I of Form S-8 is not being filed with the
Securities and Exchange Commission but will be delivered to all participants in
the Plans pursuant to Securities Act Rule 428(b)(1).

                                       i
REOFFER PROSPECTUS
                              ALLTRISTA CORPORATION
                        1,300,000 SHARES OF COMMON STOCK
                           (PAR VALUE $0.01 PER SHARE)

          This Prospectus may be used by certain persons (the "Selling
Stockholders") who may be deemed to be affiliates of Alltrista Corporation, a
Delaware corporation (the "Company" or the Registrant"), to sell a maximum of
1,300,000 shares of our Common Stock (the "Common Stock"), $0.01 par value per
share (the "Shares"), comprised of up to (i) 650,000 shares of Common Stock
which has been or will be purchased or acquired by the Selling Stockholders
pursuant to the Alltrista Corporation 2001 Stock Option Plan (the "2001 Plan")
and (ii) 650,000 shares of Common Stock which have been or will be purchased or
acquired by Selling Stockholders pursuant to the Alltrista Corporation 1998
Long-Term Equity Incentive Plan (the "1998 Plan" and together with the 2001
Plan, collectively, the "Plans").

          All or a portion of the Shares offered hereby may be offered for sale,
from time to time, on The New York Stock Exchange, or otherwise, at prices and
terms then obtainable. All brokers' commissions or discounts will be paid by the
Selling Stockholders. However, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), may be sold under Rule 144 rather than pursuant
to this Prospectus. See "Plan of Distribution." We will receive none of the
proceeds of this offering, although we will receive or have received cash upon
the sale of stock to the Selling Stockholders under the Plans. See "Use of
Proceeds." All expenses incurred in connection with the preparation and filing
of this Prospectus and the related Registration Statement are being borne by us.
See "Expenses."

          SEE "RISK FACTORS" ON PAGE 12 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.

          Our common stock is listed on The New York Stock Exchange. On May 9,
2002, the closing price of our common stock was $36.42 per share.

                            ------------------------

          Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

                            ------------------------

The date of this Prospectus is May 10, 2002.
AVAILABLE INFORMATION

          We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith we are required to file periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by us can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as the Regional
Offices of the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained from the
Public Reference Section of the Commission at its principal office at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 at the prescribed rates. The
Commission also maintains a site on the World Wide Web that contains reports,
proxy and information statements and other information regarding registrants
that file electronically. The address of such site is http://www.sec.gov. The
telephone number of the Commission is 800-SEC-0330. In addition, similar
information can be inspected at the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.

          This Prospectus omits certain of the information contained in the
Registration Statement of which this Prospectus is a part (the "Registration
Statement"), covering the Common Stock, which pursuant to the Securities Act is
on file with the Commission. For further information with respect to us and our
common stock, reference is made to the Registration Statement including the
exhibits incorporated therein by reference or filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit or incorporated by reference to the Registration Statement. The
Registration Statement and the Exhibits may be inspected without charge at the
offices of the Commission or copies thereof obtained at prescribed rates from
the public reference section of the Commission at the addresses set forth above.

          You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of common stock.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents heretofore filed by us with the Commission
pursuant to the Exchange Act, are hereby incorporated by reference in this
Registration Statement, except as superseded or modified herein:

                           (a) The Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2001, filed pursuant to the
                  Securities Exchange Act of 1934 (the "Exchange Act");

                           (b) The Company's Current Report on Form 8-K, Date of
                  Event - December 18, 2001, filed on January 9, 2002 pursuant
                  to the Exchange Act;

                           (c) The Company's Current Report on Form 8-K, Date of
                  Event - March 28, 2002, filed on March 28, 2002 pursuant to
                  the Exchange Act;

                           (d) The Company's Current Report on Form 8-K, Date of
                  Event - March 28, 2002, filed on March 29, 2002 pursuant to
                  the Exchange Act;

                                       2
(e) The Company's Current Report on Form 8-K, Date of
                  Event - April 24, 2002, filed on May 9, 2002 pursuant to the
                  Exchange Act;

                           (f) The description of the Company's Common Stock
                   contained in the Company's Registration Statement on Form
                   8-A, filed with the Commission on May 1, 2002 by the Company
                   to register such securities under the Exchange Act, including
                   all amendments and reports filed for the purpose of updating
                   that description; and

                           (g) The description of the Company's Preferred Stock
                   Purchase Rights contained in the Company's Registration
                   Statement on Form 8-A, filed with the Commission on May 1,
                   2002 by the Company to register such securities under the
                   Exchange Act, including all amendments and reports filed for
                   the purpose of updating that description.

          All of such documents are on file with the Commission. In addition,
all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

          We hereby undertake to provide without charge to each person,
including any beneficial owner of the Common Stock, to whom this Prospectus is
delivered, on written or oral request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written or oral requests for such copies should be directed
to our corporate secretary, c/o Alltrista Corporation, 555 Theodore Fremd
Avenue, Rye, New York 10580; telephone (914) 967-9400.

                                       3
THE COMPANY

                                     PART I

          Alltrista Corporation (the "Company" or "Alltrista") was incorporated
in the State of Indiana in 1991 and reincorporated in the State of Delaware in
December 2001. We operate two distinct business segments, Consumer Products and
Materials Based Group. Consumer Products is the leading provider of home canning
products in North America primarily under the Ball(R), Kerr(R) and Bernardin(R)
brands and a leader in the vacuum sealing appliance market primarily with the
Foodsaver(R) vacuum packaging system. The Materials Based Group consists of
manufacturing operations in injection molded plastics and industrial plastics
and is the country's largest producer of zinc strip and fabricated products,
including coin blanks for U.S. and foreign mints.

          During 2001, we repositioned our growth strategy to focus on consumer
products. Our Consumer Products segment markets and distributes a broad line of
home food preservation and preparation products that includes recognized brand
name home canning jars, jar closures and related food products (including fruit
pectin, Fruit-Fresh(R) brand fruit protector, pickle mixes and tomato mixes).

          As of April 24, 2002, our Consumer Products segment includes Tilia
International, Inc. ("Tilia"), a leader in the vacuum sealing appliance segment.
Vacuum packaging is the process of removing air from a container to create a
vacuum, and then sealing the container so that air cannot re-enter.

          Our materials based group is comprised of three businesses: zinc strip
products, injection molded plastics, and industrial plastics. Our zinc strip
business is the sole source supplier of copper plated zinc penny blanks to both
the United States Mint and the Royal Canadian Mint and is currently exploring
opportunities with several other countries. In addition, we manufacture a line
of industrial zinc items used in the plumbing, automotive, electrical component
and European architectural markets, and the Lifejacket(R) anti-corrosion system.
Unimark, our plastic injection molding business, manufactures precision custom
components for major companies in the healthcare and consumer products
industries including CIBA Vision Corporation, Johnson & Johnson, Meridian
Diagnostics, Inc., The Scotts Company and Winchester Ammunition. Through our
industrial plastic operations, we also manufacture and sell thermoformed plastic
door liners and evaporator trays for refrigerators, primarily for Whirlpool
Corporation, with whom we have enjoyed a business relationship for over 25
years.

          On December 18, 2001, at a special meeting of stockholders, our
stockholders approved a proposal to reincorporate the Company in the State of
Delaware. In order to reincorporate as a Delaware corporation, the Company
organized a Delaware corporation as one of its subsidiaries. Effective December
19, 2001, the Company merged with the new Delaware subsidiary, and the Delaware
corporation was the corporation that survived the merger. The surviving
corporation (i.e., the Company) was renamed "Alltrista Corporation", the same
name of the Company prior to the merger. In addition, the Company succeeded to
the rights, properties and assets and assumed the liabilities held by the
Company prior to the merger, and the financial statements of the Company are
substantially identical to its financial statements prior to the merger, the
only difference being those appropriate to reflect the Company's new corporate
identity and common stock's par value of $0.01 per share. The business and
management of the Company after the merger remain the same as those of the
Company before the merger. However, since the merger, we are subject to the
corporate laws of the State of Delaware and are no longer subject to the
corporate laws of the State of Indiana.

          On September 24, 2001, we appointed Martin E. Franklin as Chairman and
Chief Executive Officer and Ian G.H. Ashken as Vice Chairman, Chief Financial
Officer and Secretary. On October 15, 2001, the Company announced the closing of
its Indianapolis, Indiana corporate office. Corporate

                                       4
functions are now performed at the Company's new headquarters in Rye, New York
and the Company's Consumer Products location in Muncie, Indiana.

          On March 28, 2002, the Company entered into a definitive asset
purchase agreement to acquire the business of Tilia and completed the
acquisition on April 24, 2002. Based in San Francisco, Tilia is a developer and
distributor of home food preservation products including FoodSaver(R), the
industry's leading line of home vacuum packaging systems. Pursuant to the
agreement, Alltrista acquired Tilia for approximately $145 million in cash, $15
million in seller debt financing and the assumption of certain assumed
liabilities. In addition, the agreement includes an earn-out provision with a
total potential payment in cash or Alltrista common stock of up to $25 million
payable in 3 years, provided that certain earnings performance targets are met.
To finance the acquisition of Tilia, we entered into a new $100 million senior
credit facility and made an offering of 9 3/4% senior subordinated notes in the
principal amount of $150 million. See "Risk Factors - Our significant
indebtedness could adversely affect our financial health."

CONSUMER PRODUCTS

          Alltrista manufactures, markets and distributes a line of home food
preservation products to serve value, mid-tier and premium oriented customers,
which products include home canning jars, jar closures, home canning tools and
other accessories. These products are marketed under the well-known Ball(R),
Kerr(R), Golden Harvest(R) and Bernardin(R) brand names. We also market and
distribute related food products, including fruit pectin, Fruit-Fresh(R) brand
fruit protector, pickle mixes, tomato mixes and all-in-one canning kits,
including a jam pectin kit and jelly and salsa kits. In addition, we market a
line of housewares under the Golden Harvest(R) brand, including tumblers,
beverage tappers and other glassware.

          Tilia provides patented vacuum packaging systems for household use
marketed under the FoodSaver(R) brand. Our seven models of compact, patented
counter-top FoodSaver(R) appliances incorporate a vacuum pump and bag sealer to
keep foods fresh and are sold at prices ranging from approximately $100 to
almost $300. We market our FoodSaver(R) appliances in tandem with our
patented(R) bags and rolls and complementary accessories, including canisters,
containers, lids, jar sealers and bottle stoppers.

Customers

          Our customers are a diverse group of 1,800 wholesalers and retailers
in the United States and Canada. Our principal customers include grocery stores,
mass merchants, and hardware stores. We have been Wal-Mart's category manager
for the home canning segment since 1998. In this role, we are responsible for
the home canning section within the store, including inventory management, the
introduction of new items, and the creation of various reports to track
inventory, sales, and margins.

          In addition, Tilia's customers are comprised of national and regional
retail chains as well as individual consumers who purchase Tilia's products
through direct-to-consumer channels. Tilia recently began selling to sporting
goods and outdoor stores. Tilia's direct-to-consumer sales have primarily been
made through infomercials and catalogs.

Sales and Marketing

          Our consumer products sales are made in the United States and Canada
through food brokers and manufacturer representative organizations as well as
through our internal sales force and house accounts. We employ regional sales
managers located in key geographic areas who oversee the sales and retail
activities of food brokerage firms and independent manufacturer representatives.

                                       5
Tilia has an in-house retail sales force that establishes and
maintains relationships with mass merchants, warehouse clubs, department stores,
specialty stores, sporting goods stores, and other retail chains. Tilia also
utilizes manufacturer representative organizations targeting the sporting goods
and outdoor segment to help develop and build this distribution channel.

Distribution and Fulfillment

          We utilize independent warehouses located in various regions of the
United States and Canada to distribute our products. The largest of these
warehouses is located in Muncie, Indiana and is operated by an outsourced
provider, which utilizes highly automated packaging equipment allowing us to
maintain our efficient and effective logistics and freight management processes.
We also work with an outsourced provider for the delivery of our products in
order to ensure that as many shipments as possible are processed as full
truckloads, saving significant freight costs.

          FoodSaver(R) appliances, bags and accessories are received separately
from various manufacturers and are packaged by Tilia for retail and individual
customers at company-operated and third-party facilities in California.

Manufacturing

          We manufacture the metal closures for our home canning jars at our
Muncie, Indiana facility. Lithographed tin plated steel sheet is cut and formed
to produce the lids and bands. Liquid plastisol, which we formulate, is applied
to lids, forming an airtight seal, which is necessary for safe and effective
home canning. Finished products are packaged for integration with glass jars or
sold in multi-packs as replacement lids.

          Tilia has established an outsourced manufacturing network of
suppliers. Appliances are currently sourced through three facilities in China;
bags and rolls are currently sourced through suppliers in Korea and the United
States; and accessories are sourced from Taiwan, China and the United States.
Tilia's own research and development department designs and engineers products
in the United States and sets strict engineering specifications for the
third-party manufacturers. Tilia maintains ownership over all necessary
production molds and believes it has excellent relationships with each of its
suppliers.

Intellectual Property

          Management believes that none of our active trademarks or patents is
essential to the successful operation of our business as a whole. However, one
or more trademarks or patents may be material in relation to individual products
or product lines such as our property rights to use the Kerr(R), Ball(R),
Fruit-Fresh(R) and Bernardin(R) brand names. In addition, we have developed a
proprietary two-piece closure system incorporating a plastisol sealant that
differentiates our jar lids from our competitors' lids. See below, "Patents and
Trademarks."

          Tilia holds patents throughout many primary worldwide markets on both
the design of the FoodSaver(R) appliance itself as well as on many of its
components. Our patent on the FoodSaver(R) vacuum seal appliance expires in
2009, and our patent on FoodSaver(R) bags expires in 2005. The key elements of
the bag are a unique waffle pattern that facilitates air removal, an oxygen
barrier layer that prevents air from entering the bag and a heat resistant outer
layer to allow easy sealing without burn-through. In addition, we have
registered the VacLoc, SaverMate, VacuTop and VacuSave names with the U.S.
Patent and Trademark Office and in several countries throughout the world.

Raw Materials

                                       6
Most of our glass canning jars are supplied under an agreement with
Anchor Glass Container Corporation. Such glass materials are also available from
a variety of other sources at competitive prices. The tin plate raw material
used in the manufacture of our home canning jar lids and closures is supplied by
multiple vendors and is currently available from a variety of sources at
competitive prices. Historically, the raw materials and components that are
necessary for the manufacture of our products have been available in the
quantities that we require.

MATERIALS BASED GROUP

          Our materials based group is currently comprised of three businesses:
zinc products, injection molded plastics, and industrial plastics.

          Effective November 26, 2001, we sold our underperforming thermoformed
plastics operations consisting of the assets of our Triangle, TriEnda and
Synergy World divisions (the "TPD Assets") to Wilbert, Inc. for $21.0 million in
cash, a $1.9 million noninterest-bearing one-year note, and the assumption of
certain identified liabilities. We recorded a pre-tax loss of $121.1 million in
2001 related to the sale.

          Effective November 1, 2001, we sold our majority interest in Microlin,
LLC, a developer of proprietary battery and fluid delivery technology, for
$1,000 in cash plus contingent consideration based upon future performance
through December 31, 2012 and the cancellation of future funding require-ments.
We recorded a pre-tax loss of $1.4 million in 2001 related to the sale.

ZINC

          We believe our zinc strip business is the largest producer of zinc
strip and fabricated products in the United States. We are the sole source
supplier of copper plated zinc penny blanks to both the United States Mint and
the Royal Canadian Mint and are currently exploring opportunities with several
other countries. In addition, we manufacture a line of industrial zinc items
used in the plumbing, automotive, electrical component and European
architectural markets, and the Lifejacket(R) anti-corrosion system. Our
anticorrosion zinc Lifejacket(R) is gaining recognition as a cost-effective
solution to arrest the corrosion of the reinforcement steel within poured
concrete structures.

          We are affected by fluctuations in penny blank requirements of the
United States Department of the Treasury and the Federal Reserve System.
Although the future use of the penny as legal tender has been debated in recent
years, management believes that the zinc penny will remain an important part of
the currency system for the foreseeable future.

Sales and Marketing

          Our sales and marketing staff consists of individuals with
considerable technical background in the field of metallurgy. These individuals
focus on leveraging our core capabilities in zinc metallurgy and
electrochemistry to exploit new market opportunities. The sales and marketing
staff works closely with our engineering and technical services group to deliver
products to the customer. We maintain a website which contains technical
information regarding the advantageous physical properties of zinc versus other
metals.

Manufacturing

          In our Greeneville, Tennessee facility, we manufacture alloys of zinc
strip and fabricated zinc products in a number of configurations for our
customers. We have five lines used to slit the coils into

                                       7
widths specific by customers. Many customers require less than the full master
coil diameters, so the large coils are broken down into the requested diameters
at the time they are slit. We also produce coin blanks stamped from slit coils
using one of five high-speed presses. The stamped blanks are then rimmed and put
into one of three electroplating lines where the copper coating is applied.

Raw Materials

          We purchase special high-grade zinc ingot and a variety of metals,
including copper, lead, titanium, magnesium, manganese and other alloys, to
produce the zinc alloys we use in our various applications. These alloys have
been developed by our technical staff to meet the specific physical and chemical
characteristics of the finished product applications. We purchase zinc ingot
based on market prices quoted on the London Metals Exchange (month-end average
price) from a variety of suppliers. Certain customers, including the United
States Mint, provide their own purchased zinc that is utilized to manufacture
product at a toll conversion price. We purchase copper for both alloying and
plating purposes based on market prices quoted on the New York Commodities and
Metals Exchange. As with zinc ingot, the United States Mint supplies the
required copper for one-cent coin blanks. We also purchase a variety of
chemicals for production and waste treatment, primarily for use in copper
plating. Prices for chemicals are negotiated with suppliers based on market
supply and demand conditions and volume purchase levels.

UNIMARK-INJECTION MOLDED PLASTICS

          We manufacture precision custom injection molded components for major
companies in the healthcare and consumer products industries. We also own
Yorker(R) Closures, a proprietary product line of plastic closures. Products for
the healthcare industry include items such as intravenous harness components and
surgical devices. Products for manufacturers of consumer goods primarily include
packaging and sport shooting ammunition components.

Customers

          The three major customers of our injection molded plastics business
represented approximately 58% of the Company's 2001 injection molded plastics
sales. We supply shotgun shell components to Winchester Ammunition, healthcare
products (contact lens cases) to CIBA Vision Corporation, Ethicon, Inc., Johnson
& Johnson, CB Fleet Company, Inc., and Meridian Diagnostics, Inc. and consumer
products for The Scotts Company, among others.

Sales and Marketing

          We concentrate our marketing efforts in those markets that require
high levels of precision, quality, and engineering expertise. There is potential
for continued growth in all product lines, especially in the health care market,
where our quality, service and "clean room" molding operations are critical
competitive factors.

Manufacturing

          We manufacture at three facilities located in Greenville, South
Carolina; Reedsville, Pennsylvania; and Springfield, Missouri. The
injection-molding process involves converting plastic resin pellets to a fluid
state through elevated temperature and pressure, at which point the resin is
injected into a mold where it is then formed into a finished part. Molded parts
are usually small, intricate components that are produced using multi-cavity
tooling. Post-molding operations employ robotics and automation for assembly and
packaging.

                                       8
Raw Materials

          We purchase resin from regular commercial sources of supply and, in
most cases, multiple sources. The supply and demand for plastic resins are
subject to cyclical and other market factors.

Competition

          The market for injection molded plastics is highly competitive. We
concentrate our marketing efforts in those markets that require high levels of
precision, quality, engineering expertise and cleanliness. We have
differentiated ourselves from our competitors by developing long-lasting
relationships with a number of specialty tooling manufacturers and by possessing
strong design capabilities. We believe that the quality and cleanliness of our
facilities provides another competitive advantage for us. As a result, we
believe that we will continue to capture new injection molding programs as they
come to market, as well as benefit from continued outsourcing trends among
original equipment manufacturers.

INDUSTRIAL PLASTICS

          Our industrial plastics business manufactures thermoformed white goods
for a variety of customers in our Fort Smith, Arkansas facility. We also
manufacture and sell extruded plastic sheet and roll stock products in smooth,
textured and laminated finishes for a variety of customers. We produce plastic
tables for original equipment manufacturers in our Fort Smith plant and have a
proprietary line of tables selling under the Vision TM brand that are primarily
sold to the hospitality and institutional markets.

Customers

          We manufacture refrigerator inner door liners and evaporator trays for
Whirlpool, the largest customer of our industrial plastics business, with whom
we have enjoyed a business relationship for over 25 years. In addition, we
supply the after-market inner door liner service parts for Whirlpool. We also
manufacture products for other white goods manufacturers, including Diversified
Refrigeration, Inc., a supplier to General Electric and McCall Refrigeration.

Sales and Marketing

          Our sales and marketing focuses on establishing and building
relationships with major customers in our market. Our experienced sales and
marketing teams, which include members of senior management, emphasize to the
customer our total capabilities. Marketing, product design and manufacturing
personnel interface with multiple contacts within the customer organization from
the initiation of a new program through production.

Manufacturing

          Our products are produced through a thermoforming process.
Thermoforming is an operation in which plastic sheet is converted into a formed
product through single- or twin-sheet vacuum or pressure formed in conjunction
with the application of heat. After the product is formed, the process of
removing the excess material, or trimming, is generally performed by automated
equipment programmed to execute the appropriate steps to produce the finished
part to the customer's specifications. We have the capability to provide
value-added services such as assembling components into finished parts,
performing various finishing operations, or attaching hardware or other items to
a thermoformed part.

                                       9
Raw Materials

          We purchase resin directly for use in the manufacture of extruded
sheet and also purchase plastic sheet from third-party suppliers in those
instances where we are unable to provide for our needs internally. These raw
materials are obtained from regular commercial sources of supply and, in most
cases, multiple sources. The supply and demand for plastic resins are subject to
cyclical and other market factors. Under our agreement with Whirlpool, we
purchase resin used in the production of Whirlpool products under a supply
contract that Whirlpool negotiates with resin suppliers. This agreement provides
us protection from price fluctuations in materials for Whirlpool products, while
we can usually pass through any changes in material pricing to its other
customers.

PATENTS AND TRADEMARKS

          The Company believes that none of its active patents or trademarks is
essential to the successful operation of its business as a whole. However, one
or more patents or trademarks may be material in relation to individual products
or product lines such as property rights to use the Kerr(R) brand, Ball(R)
brand, and Fruit-Fresh(R) brand names, and the Bernardin(R) trade name in
connection with certain goods to be sold, including home food preservation
supplies, kitchen housewares and packaged foods for human consumption. Pursuant
to the terms of the 1993 distribution agreement with Ball Corporation, we were
granted a license to use the Ball(R) brand name for our consumer products. In
the event of a change of control of the Company which has not received the
approval of a majority of the board of directors or causes us to be controlled
or majority owned by a competitor of Ball, Ball has the option to terminate our
license to use the Ball(R) brand name. Pursuant to the terms of an agreement
with Kerr Group, Inc., we have a perpetual exclusive, worldwide license to use
the Kerr(R) brand name in our consumer products division. However, in the event
of a change of control of the Company which has not received the approval of a
majority of the board of directors of the Company, Kerr has the option to
terminate our license to use the Kerr(R) brand name.

GOVERNMENT CONTRACTS

          The Company enters into contracts with the United States Government
which contain termination provisions customary for government contracts. See
"Zinc" under the Materials Based Group Segment discussion above. The United
States Government retains the right to terminate such contracts at its
convenience. However, if the contract is terminated, the Company is entitled to
be reimbursed for allowable costs and profits to the date of termination
relating to authorized work performed to such date. The United States Government
contracts are also subject to reduction or modification in the event of changes
in government requirements or budgetary constraints. Since entering into a
contract with the Company in 1981, the United States Government has not
terminated the penny blank supply arrangement.

BACKLOG

          The Company typically sells under supply contracts for minimum
(generally exceeded) or indeterminate quantities and, accordingly, is unable to
furnish backlog information.

RESEARCH AND DEVELOPMENT

          Research and development costs are expensed as incurred in connection
with the Company's internal programs for the development of products and
processes and have not been material in recent years.

ENVIRONMENTAL MATTERS

                                       10
Our operations are subject to federal, state and local environmental
and health and safety laws and regulations, including those that impose
workplace standards and regulate the discharge of pollutants into the
environment and establish standards for the handling, generation, emission,
release, discharge, treatment, storage and disposal of materials and substances
including solid and hazardous wastes. We believe that we are in material
compliance with such laws and regulations. Further, the cost of maintaining
compliance has not, and we believe, in the future, will not, have a material
adverse effect on our business, results of operations or financial condition.
Due to the nature of our operations and the frequently changing nature of
environmental compliance standards and technology, we cannot predict with any
certainty that future material capital or operating expenditures will not be
required in order to comply with applicable environmental laws and regulations.

          In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually cause
the contamination. We have attempted to limit our exposure to such liabilities
through contractual indemnities and other mechanisms. We do not believe that any
of our existing remediation obligations, including at third-party sites where we
have been named a potentially responsible party, will have a material adverse
effect upon our business, results of operations or financial condition.

                                      * * *

          Our principal executive offices are located at 555 Theodore Fremd
Avenue, Rye, New York, 10580.

                                       11
RISK FACTORS

          Prospective purchasers of the Common Stock should consider carefully
the following risk factors relating to the offering and the business of the
Company, together with the information and financial data set forth elsewhere in
this Prospectus, prior to making an investment decision. This Prospectus
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "project,"
"management believes," "we believe" and similar words or phrases. Such
statements are based on current expectations and are subject to risks,
uncertainties and assumptions. Certain of these risks are described below.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.

                                  RISK FACTORS

REDUCTIONS, CANCELLATIONS, OR DELAYS IN CUSTOMER PURCHASES WOULD ADVERSELY
AFFECT OUR PROFITABILITY.

         Customers in our consumer products segment, and many customers in our
materials based group segment, generally do not enter into long-term contracts
or commitments with us. As a result, these customers may cancel their orders,
change purchase quantities from forecast volumes, or delay purchases for a
number of reasons beyond our control. Significant or numerous cancellations,
reductions, or delays in purchases by customers could have a material adverse
effect on our business, results of operations and financial condition. In
addition, because many of our costs are fixed, a reduction in customer demand
could have an adverse affect on our gross profit margins and operating income.

WE MAY BE ADVERSELY AFFECTED BY THE TREND TOWARDS RETAIL TRADE CONSOLIDATION.

         With the growing trend towards retail trade consolidation, we are
increasingly dependent upon key retailers whose bargaining strength is growing.
Our consumer products business may be negatively affected by changes in the
policies of our retailer customers, such as inventory destocking, limitations on
access to shelf space, price demands and other conditions.

SALES OF SOME OF OUR PRODUCTS ARE SEASONAL.

         Sales of certain of our products, particularly our consumer products,
are seasonal. Sales of our home canning products generally reflect the pattern
of the growing season, and sales of our FoodSaver (Registered Trademark)
products generally are strongest in the fourth quarter preceding the holiday
season. Sales of these products may be negatively impacted by unfavorable
weather conditions and other market trends. Sales of our consumer products may
also be adversely affected by the trend toward decreasing prices and increasing
quality of purchased preserved food products. Either or both of these factors
could have a material adverse effect on our business, results of operations and
financial condition.

COMPETITION IN OUR INDUSTRIES MAY HINDER OUR ABILITY TO EXECUTE OUR BUSINESS
STRATEGY, ACHIEVE PROFITABILITY, OR MAINTAIN RELATIONSHIPS WITH EXISTING
CUSTOMERS.

         We operate in highly competitive industries. We compete against
numerous other domestic and foreign companies, many of which are more
established in their industries and have substantially greater revenue or
resources than we do. We also face competition from the manufacturing operations
of our current and potential customers in our materials based segment. A shift
away from outsourcing on behalf

                                       12
of our current or potential customers could have a material adverse effect on
our business, results of operations and financial condition. Competition could
cause price reductions, reduced profits or losses, or loss of market share, any
of which could have a material adverse effect on our business.

         To compete effectively in the future in the consumer products industry,
among other things, we must:

         o    maintain strict quality standards;

         o    develop new products that appeal to consumers; and

         o    deliver products on a reliable basis at competitive prices.

         To compete effectively in the future in the materials based industry,
among other things, we must:

         o    provide technologically advanced manufacturing services;

         o    maintain strict quality standards;

         o    respond flexibly and rapidly to customers' design and schedule
              changes; and

         o    deliver products on a reliable basis at competitive prices.

         Our inability to do any of these things could have a material adverse
effect on our business, results of operations and financial condition.

IF WE FAIL TO DEVELOP NEW OR EXPAND EXISTING CUSTOMER RELATIONSHIPS, OUR ABILITY
TO GROW OUR BUSINESS WILL BE IMPAIRED.

         Growth in our consumer products and materials based group segments
depends to a significant degree upon our ability to develop new customer
relationships and to expand existing relationships with current customers. We
cannot guarantee that new customers will be found, that any such new
relationships will be successful when they are in place, or that business with
current customers will increase. Failure to develop and expand such
relationships could have a material adverse effect on our business, results of
operations and financial condition.

WE CANNOT BE CERTAIN THAT OUR PRODUCT INNOVATIONS AND MARKETING SUCCESSES WILL
CONTINUE.

         We believe that our future success will depend, in part, upon our
ability to continue to introduce innovative designs in our existing products and
to develop, manufacture and market new products. We cannot assure you that we
will be successful in the introduction, marketing and manufacturing of any new
products or product innovations, or develop and introduce in a timely manner
innovations to our existing products which satisfy customer needs or achieve
market acceptance. Our failure to develop new products and introduce them
successfully and in a timely manner would harm our ability to grow our business
and could have a material adverse effect on our business, results of operations
and financial condition.

WE MAY EXPERIENCE DIFFICULTY IN INTEGRATING ACQUIRED BUSINESSES, WHICH MAY
INTERRUPT OUR BUSINESS OPERATIONS.

         We intend to grow through the acquisition of additional companies,
including the acquisition of substantially all of the assets of Tilia. We expect
to face competition for acquisition candidates, which

                                       13
may limit the number of opportunities and may lead to higher acquisition prices.
There can be no assurance that we will be able to identify, acquire, or manage
profitably additional businesses or to integrate successfully any acquired
businesses into our existing business without substantial costs, delays or other
operational or financial difficulties. Further, acquisitions involve a number of
special risks, including failure of the acquired business to achieve expected
results, diversion of management's attention, failure to retain key personnel of
the acquired business and risks associated with unanticipated events or
liabilities, some or all of which could have a material adverse effect on our
business, results of operations and financial condition.

ALLTRISTA AND TILIA HAVE NO COMBINED OPERATING HISTORY AND THERE CAN BE NO
ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY INTEGRATE TILIA'S OPERATIONS WITH
OUR OWN.

         Prior to our acquisition of Tilia, Tilia was operated as a separate
independent entity, and there can be no assurance that we will be able to
integrate the operations of Tilia successfully or to institute the necessary
systems and procedures, including accounting and financial reporting systems, to
manage the combined enterprise on a profitable basis. There can be no assurance
that our management group will be able to manage the combined entity effectively
or to implement successfully our acuisition and internal growth strategies. Our
inability to integrate Tilia successfully could have a material adverse effect
on our business, results of operations and financial condition.

OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.

         As a result of the acquisition of Tilia, we have a significant amount
of indebtedness. Our significant indebtedness could:

         o    increase our vulnerability to general adverse economic and
              industry conditions;

         o    require us to dedicate a substantial portion of our cash flow
              from operations to payments on our indebtedness, thereby reducing
              the availability of our cash flow to fund working capital,
              capital expenditures, acquisitions and investments and other
              general corporate purposes;

         o    limit our flexibility in planning for, or reacting to, changes in
              our business and the markets in which we operate;

         o    place us at a competitive disadvantage compared to our
              competitors that have less debt; and

         o    limit, among other things, our ability to borrow additional
              funds.

         The following table sets forth our total debt, total stockholders'
equity, total capitalization and ratio of debt to total capitalization on a pro
forma basis:

                                       14
Pro forma as of
                                                 December 31, 2001
                                                   (Unaudited)
                                               (Dollars in Thousands)
               Total debt                            212,654
               Total stockholders' equity             34,915
                                                  ----------
               Total capitalization                  247,569
                                                  ==========
               Ratio of debt to total                     86%
               capitalization

WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR INDEBTEDNESS. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

         Our ability to make payments on and to refinance our indebtedness,
including amounts borrowed under our senior credit facility, and to fund planned
capital expenditures and expansion efforts and strategic acquisitions we may
make in the future, if any, will depend on our ability to generate cash in the
future. This, to a certain extent, is subject to general economic, financial,
competitive and other factors that are beyond our control.

         Based on our current level of operations, we believe our cash flow from
operations, together with available cash and available borrowings under our new
senior credit facility, will be adequate to meet future liquidity needs for at
least the next twelve months. However, we cannot assure you that our business
will generate sufficient cash flow from operations in the future, that our
currently anticipated growth in revenues and cash flow will be realized on
schedule or that future borrowings will be available to us under the new senior
credit facility in an amount sufficient to enable us to service indebtedness,
including the notes, or to fund other liquidity needs. We may need to refinance
all or a portion of our indebtedness, including the notes and the new senior
credit facility, on or before maturity. We cannot assure you that we will be
able to do so on commercially reasonable terms or at all.

TO FINANCE THE ACQUISITION OF TILIA, WE ENTERED INTO A NEW $100.0 MILLION SENIOR
CREDIT FACILITY AND MADE AN OFFERING OF 9 3/4% SENIOR SUBORDINATED NOTES IN THE
PRINCIPAL AMOUNT OF $150.0 MILLION, WHICH EACH CONTAIN VARIOUS COVENANTS WHICH
LIMIT OUR MANAGEMENT'S DISCRETION IN THE OPERATION OF OUR BUSINESS.

         The new senior credit facility and the indenture related to the notes
contain various provisions which limit our management's discretion by
restricting our and our subsidiaries' ability to, among other things:

         o    incur additional indebtedness;

         o    pay dividends or distributions on, or redeem or repurchase,
              capital stock;

         o    make investments;

                                       15
o    engage in transactions with affiliates;

         o    incur liens;

         o    transfer or sell assets; and

         o    consolidate, merge or transfer all or substantially all of our
              assets.

In addition, the new senior credit facility requires us to meet certain
financial ratios. Any failure to comply with the restrictions of the new senior
credit facility, the indenture related to the notes or any other subsequent
financing agreements may result in an event of default. An event of default may
allow the creditors, if the agreements so provide, to accelerate the related
debt as well as any other debt to which a cross-acceleration or cross-default
provision applies. In addition, the lenders may be able to terminate any
commitments they had made to supply us with further funds.

OUR OPERATIONS ARE SUBJECT TO A NUMBER OF FEDERAL, STATE AND LOCAL ENVIRONMENTAL
REGULATIONS.

         Our operations are subject to federal, state and local environmental
and health and safety laws and regulations including those that impose workplace
standards and regulate the discharge of pollutants into the environment and
establish standards for the handling, generation, emission, release, discharge,
treatment, storage and disposal of materials and substances including solid and
hazardous wastes. We believe that we are in material compliance with such laws
and regulations and that the cost of maintaining compliance will not have a
material adverse effect on our business, results of operations or financial
condition. While we do not anticipate having to make, and historically have not
had to make, significant capital expenditures in order to comply with applicable
environmental laws and regulations, due to the nature of our operations and the
frequently changing nature of environmental compliance standards and technology,
we cannot predict with any certainty that future material capital expenditures
will not be required.

         In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually cause
the contamination. Accordingly, we may become liable, either contractually or by
operation of law, for remediation costs even if the contaminated property is not
presently owned or operated by us, or if the contamination was caused by third
parties during or prior to our ownership or operation of the property. Given the
nature of the past industrial operations conducted by us and others at these
properties, there can be no assurance that all potential instances of soil or
groundwater contamination have been identified, even for those properties where
an environmental site assessment has been conducted. We do not believe that any
of our existing remediation obligations, including at third-party sites where we
have been named a potentially responsible party, will have a material adverse
effect upon our business, results of operations or financial condition. However,
future events, such as changes in existing laws or policies or their
enforcement, or the discovery of currently unknown contamination, may give rise
to additional remediation liabilities that may be material.

WE DEPEND UPON KEY PERSONNEL.

         We are highly dependent on the continuing efforts of our executive
officers, including Martin E. Franklin, our Chairman and Chief Executive
Officer, and Ian G.H. Ashken, our Vice Chairman, Chief Financial Officer, and
Secretary and we likely will depend on the senior management of any significant
business we acquire in the future. Our business, results of operations and
financial condition could be materially adversely affected by the loss of any of
these persons and the inability to attract and retain qualified replacements.

                                       16
WE ENTER INTO CONTRACTS WITH THE UNITED STATES GOVERNMENT AND OTHER GOVERNMENTS.

         We have entered into a contract with the United States government to
supply penny blanks to the United States Mint. We have also entered into a
contract with the Canadian government to supply penny blanks to the Royal
Canadian Mint. These contracts contain termination provisions customary for
government contracts. The United States government and Canadian government
retain the right to terminate these contract at their convenience. These
contracts are also subject to reduction or modification in the event of changes
in government requirements or budgetary constraints. Modification or termination
of contracts with the United States or Canadian government could have a material
adverse effect on our business, results of operations and financial condition.

         Our largest zinc products customer is the United States Mint, which
announced in the fourth quarter of 2001 that it was implementing an inventory
reduction program for all coinage. In addition, several times in recent years,
proposed legislation has been introduced which, if passed, could reduce or
eliminate the circulation of the penny. If production, use or demand for the
U.S. penny is reduced, it could have a material adverse effect on our business,
results of operations and financial condition.

OUR OPERATING RESULTS CAN BE ADVERSELY AFFECTED BY CHANGES IN THE COST OR
AVAILABILITY OF RAW MATERIALS.

         Pricing and availability of raw materials for use in our businesses can
be volatile due to numerous factors beyond our control, including general,
domestic and international economic conditions, labor costs, production levels,
competition, import duties and tariffs and currency exchange rates. This
volatility can significantly affect the availability and cost of raw materials
for us, and may, therefore, have a material adverse effect on our business,
results of operations and financial condition.

         We have no long-term, fixed-price purchase contracts for the raw
materials used in our consumer products or materials based group segments.
During periods of rising raw materials pricing, there can be no assurance that
we will be able to pass any portion of such increases on to customers.
Conversely, when raw material prices decline, customer demands for lower prices
could result in lower sale prices and, to the extent we have existing inventory,
lower margins. As a result, fluctuations in raw material prices could have a
material adverse effect on our business, results of operations and financial
condition.

         Some of the products we manufacture require particular types of glass,
plastic, metal or other materials. Supply shortages for a particular type of
material can delay production or cause increases in the cost of manufacturing
our products. This could have a material adverse effect on our business, results
of operations and financial condition.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BECAUSE OF RISKS WHICH ARE PARTICULAR
TO INTERNATIONAL OPERATIONS.

         International sales (and the international operations of our customers)
are subject to inherent risks which could adversely affect us, including, among
other things:

         o    fluctuations in the value of currencies;

         o    unexpected changes in and the burdens and costs of compliance
              with a variety of foreign laws;

         o    political and economic instability;

                                       17
o    increases in duties and taxation; and

         o    reversal of the current policies (including favorable tax and
              lending policies) encouraging foreign investment or foreign trade
              by our host countries.

WE DEPEND ON SUPPLIERS IN ASIA.

         The vast majority of our FoodSaver(R) products are manufactured by
third party suppliers in China. Any adverse change in, among other things, any
of the following could have a material adverse effect on our business, results
of operations and financial condition:

         o    our relationship with these suppliers;

         o    the financial condition of these suppliers;

         o    our ability to import outsourced products; or

         o    these suppliers' ability to manufacture and deliver outsourced
              products on a timely basis.

         We cannot assure you that we could quickly or effectively replace any
of our suppliers if the need arose, and we cannot assure you that we could
retrieve tooling and molds possessed by any of our suppliers. Our dependence on
these few suppliers could also adversely affect our ability to react quickly and
effectively to changes in the market for our products. In addition,
international manufacturing is subject to significant risks, including, among
other things:

         o    labor unrest;

         o    political instability;

         o    restrictions on transfer of funds;

         o    domestic and international customs and tariffs;

         o    unexpected changes in regulatory environments; and

         o    potentially adverse tax consequences.

Labor in China has historically been readily available at relatively low cost as
compared to labor costs applicable in other nations. China has experienced rapid
social, political and economic change in recent years. We cannot assure you that
labor will continue to be available to us in China at costs consistent with
historical levels. A substantial increase in labor costs in China could have a
material adverse effect on our business, results of operations and financial
condition. Although China currently enjoys "most favored nation" trading status
with the United States, the U.S. government has in the past proposed to revoke
such status and to impose higher tariffs on products imported from China. We
cannot assure you that our business will not be affected by the aforementioned
risks, each of which could have a material adverse effect on our business,
results of operations and financial condition.

OUR PERFORMANCE CAN FLUCTUATE WITH THE FINANCIAL CONDITION OF THE RETAIL
INDUSTRY.

          We sell our consumer products to retailers, including food, hardware,
catalog and mass merchants, in the United States and Canada. A significant
deterioration in the financial condition of our

                                       18
major customers could have a material adverse effect on our sales and
profitability. We continually monitor and evaluate the credit status of our
customers and attempt to adjust sales terms as appropriate. Despite these
efforts, a bankruptcy filing by a key customer could have a material adverse
effect on our business, results of operations and financial condition.

         In addition, as a result of the desire of retailers to more closely
manage inventory levels, there is a growing trend among retailers to make
purchases on a "just-in-time" basis. This requires us to shorten our lead time
for production in certain cases and more closely anticipate demand, which could
in the future require the carrying of additional inventories.

CLAIMS MADE AGAINST US BASED ON PRODUCT LIABILITY COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

         As a producer and marketer of consumer products, we are subject to the
risk of claims for product liability. We maintain product liability insurance,
but there is a risk that our coverage will not be sufficient to insure against
all claims which may be brought against us, or that we will not be able to
maintain that coverage or obtain additional insurance covering existing or new
products. If a product liability claim exceeding our insurance coverage were to
be successfully asserted against us, it could have a material adverse effect on
our business, results of operations and financial condition.

WE DEPEND ON OUR PATENTS AND PROPRIETARY RIGHTS.

         Our success with our proprietary products depends, in part, on our
ability to protect our current and future technologies and products and to
defend our intellectual property rights. If we fail to adequately protect our
intellectual property rights, competitors may manufacture and market products
similar to ours. We cannot be sure that we will receive patents for any of our
patent applications or that any existing or future patents that we receive or
license will provide competitive advantages for our products. We also cannot be
sure that competitors will not challenge, invalidate or avoid the application of
any existing or future patens that we receive or license. In addition, patent
rights may not prevent our competitors from developing, using or selling
products that are similar or functionally equivalent to our products.
Furthermore, the patents we maintain on the bags used for vacuum sealing expire
in 2005 and the patents we maintain on our home vacuum packaging systems expire
in 2009.

WE DEPEND ON A SINGLE MANUFACTURING FACILITY FOR CERTAIN ESSENTIAL PRODUCTS.

         Certain of our products, including some using specially designed
machines and proprietary cutting technology, are manufactured at a sole
company-owned manufacturing facility. These facilities are subject to the normal
hazards that could result in material damage to such facilities. Damage to any
of these facilities, or prolonged interruption in the operations of any of these
facilities for repairs or other reasons, could have a material adverse effect on
our business, results of operations and financial condition.

CERTAIN OF OUR EMPLOYEES ARE REPRESENTED BY LABOR UNIONS.

         As of December 31, 2001, approximately 215 of our employees were
covered by collective bargaining agreements. These agreements expire at our
consumer products facility (Muncie, Indiana) on October 15, 2006 and at our zinc
products facility (Greeneville, Tennessee) on October 4, 2003. While we have not
experienced a work stoppage, slowdown or strike during the past five years and
management believes that its relationships with our collective bargaining units
are good, no assurance can be made that we will not experience a work stoppage,
slowdown or strike in the future. A work stoppage, slowdown or strike by our
employees, or the employees of our suppliers or customers, could have a material
adverse effect on our business, results of operations and financial condition.

                                       19
FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH IN THIS PROSPECTUS, THE
SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE SECURITIES SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.

                                       20
SELLING STOCKHOLDERS

                  This prospectus relates to Shares that are being registered
for reoffers and resales by Selling Stockholders who have acquired or may
acquire Shares pursuant to each of the 1998 Plan and the 2001 Plan. The Selling
Stockholders may resell any or all of the Shares at any time they choose while
this prospectus is effective.

                  Executive officers and directors, their family members, trusts
for their benefit, or entities that they own, that acquire common stock under
the Plans may be added to the Selling Stockholder list below by a prospectus
supplement filed with the SEC. The number of Shares to be sold by any Selling
Stockholder under this prospectus also may be increased or decreased by a
prospectus supplement. Non-affiliates who purchased restricted securities, as
these terms are defined in rule 144(a) under the Securities Act, under any of
our employee benefit plans and who are not named below may use this prospectus
for the offer or sale of their common stock if they hold 1,000 shares or less.
Although a person's name is included in the table below, neither that person nor
we are making an admission that the named person is our "affiliate."

                  The information in the table below sets forth, for each
Selling Stockholder, based upon information available to us as of April 18,
2002, the number of shares of our common stock beneficially owned before and
after the sale of the Shares, the maximum number of Shares to be sold and the
percentage of the outstanding shares of our common stock owned after the sale of
the Shares. We have not been informed whether any Selling Stockholders intend to
sell any Shares. The inclusion of Shares in the table below does not constitute
a commitment to sell any Shares.
NUMBER OF      PERCENTAGE OF
                                                                                      SHARES            COMMON
                                                     NUMBER OF                         TO BE         STOCK TO BE
                                                       SHARES                      BENEFICIALLY      BENEFICIALLY
                               RELATIONSHIPS TO     BENEFICIALLY   SHARES TO BE     OWNED AFTER      OWNED AFTER
NAME OF SELLER                    THE COMPANY        OWNED (1)        SOLD(2)      THE OFFERING    THE OFFERING(1)
--------------                    -----------        ---------        -------      ------------    ---------------
Martin E. Franklin             Chairman of the         997,100(3)        350,000          647,100        9.2%
                              Board of Directors
                                   and CEO

Ian G.H. Ashken                 Vice Chairman,         817,100(4)        170,000          647,100        9.1%
                               Chief Financial
                                 Officer and
                             Secretary; Director

Patrick W. Rooney                  Director                27,500         24,000            5,500         *

Richard L. Molen                   Director                27,400         24,000            5,400         *

David L. Swift                     Director                28,100         24,000            6,100         *

Robert L. Wood                     Director                23,000         24,000            1,000         *

Linda W. Popwell                   Director                25,425         24,000            3,425         *

                                       21
Douglas H. Huemme                  Director                23,675         24,000            1,675         *

J. David Tolbert               Vice President,              8,929         22,500            7,054         *
                             Human Resources and
                                Administration
*        Less than 1%

(1)      Based on 7,041,720 Shares of Common Stock outstanding as of April 18,
         2002. As used in this table, a beneficial owner of a security includes
         any person who, directly or indirectly, through contract, arrangement,
         understanding, relationship or otherwise has or shares (a) the power to
         vote, or direct the voting of, such security or (b) investment power
         which includes the power to dispose, or to direct the disposition of,
         such security. In addition, a person is deemed to be the beneficial
         owner of a security if that person has the right to acquire beneficial
         ownership of such security within 60 days.

(2)      Represents the maximum number of Shares issued under each of the 1998
         Plan and the 2001 Plan that could be sold under this prospectus if the
         holder sold all of his or her Shares, exercised all of his or her
         options when vested and sold the underlying Shares. Does not constitute
         a commitment to sell any or all of the stated number of Shares. The
         number of Shares to be sold shall be determined from time to time by
         each Selling Stockholder in his or her discretion.

(3)      Includes 50,000 shares of unvested restricted stock and 647,100 shares
         beneficially owned by Marlin Partners II, L.P.

(4)      Includes 20,000 shares of unvested restricted stock and 647,100 shares
         beneficially owned by Marlin Partners II, L.P.

                              PLAN OF DISTRIBUTION

          The Selling Stockholders (or their pledgees, donees, transferees, or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker or into an existing trading
market, in private sales, including direct sales to purchasers, or otherwise at
prevailing market prices or at negotiated or fixed prices. By way of example,
and not by way of limitation, the Shares may be sold by one or more of the
following methods: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may purchase and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the seller may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus.

          The Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

          In order to comply with certain state securities law, if applicable,
the Common Stock will not be sold in a particular state unless the Common Stock
has been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.

           Each Selling Stockholder will deliver a Prospectus in connection with
the sale of the Shares.

                                       22
EXPENSES

          All expenses of this Offering, including the expenses of the
registration of the Shares of Common Stock offered hereby, will be borne by us.
It is estimated that the total amount of such expenses will not exceed $40,000.

                                 USE OF PROCEEDS

          The Company will not realize any proceeds from the sale of the Common
Stock which may be sold pursuant to this prospectus for the respective accounts
of the Selling Stockholders. The Company, however, will derive proceeds from the
sale of stock to Selling Stockholders and upon the exercise of the options
granted to Selling Stockholders. All such proceeds will be available to the
Company for working capital and general corporate purposes. No assurances can be
given, however, as to when or if any or all of the Options will be exercised.

                                    LEGALITY

          Certain legal matters in connection with the securities offered
hereunder will be passed upon for the Company by Kane Kessler, P.C., 1350 Avenue
of the Americas, New York, New York 10019.

                                     EXPERTS

          The consolidated financial statements of Alltrista Corporation and its
Subsidiaries appearing in the Annual Report (Form 10-K) of Alltrista Corporation
and its Subsidiaries for the year ended December 31, 2001, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance on such
report given upon the authority of such firm as experts in accounting and
auditing.

                                       23
This Prospectus contains information concerning the Company, but does
not contain all of the information set forth in the Registration Statement and
the Exhibits relating thereto, which the Company has filed with the Securities
and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as
amended, and to which reference is hereby made.

                            -------------------------

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----
AVAILABLE INFORMATION.....................................................  2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................  2

THE COMPANY...............................................................  4

RISK FACTORS.............................................................. 12

SELLING STOCKHOLDERS...................................................... 21

PLAN OF DISTRIBUTION...................................................... 22

EXPENSES.................................................................. 23

USE OF PROCEEDS........................................................... 23

LEGALITY.................................................................. 23

EXPERTS................................................................... 23

No dealer, salesperson or other person has been authorized to given any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any implication that there
have been no changes in the affairs of the Company since the date hereof.

                            ------------------------
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by Alltrista Corporation, a Delaware corporation
(the "Company"), are incorporated by reference into the Registration Statement:

                           (a) The Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2001, filed pursuant to the
                  Securities Exchange Act of 1934 (the "Exchange Act");

                           (b) The Company's Current Report on Form 8-K, Date of
                  Event - December 18, 2001, filed on January 9, 2002 pursuant
                  to the Exchange Act;

                           (c) The Company's Current Report on Form 8-K, Date of
                  Event - March 28, 2002, filed on March 28, 2002 pursuant to
                  the Exchange Act;

                           (d) The Company's Current Report on Form 8-K, Date of
                  Event - March 28, 2002, filed on March 29, 2002 pursuant to
                  the Exchange Act;

                           (e) The Company's Current Report on Form 8-K, Date of
                  Event - April 24, 2002, filed on May 9, 2002 pursuant to the
                  Exchange Act;

                           (f) The description of the Company's Common Stock
                   contained in the Company's Registration Statement on Form
                   8-A, filed with the Commission on May 1, 2002 by the Company
                   to register such securities under the Exchange Act, including
                   all amendments and reports filed for the purpose of updating
                   that description; and

                           (g) The description of the Company's Preferred Stock
                   Purchase Rights contained in the Company's Registration
                   Statement on Form 8-A, filed with the Commission on May 1,
                   2002 by the Company to register such securities under the
                   Exchange Act, including all amendments and reports filed for
                   the purpose of updating that description.

          In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

ITEM 4.           DESCRIPTION OF SECURITIES

                                      II-1
Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law ("DGCL"), a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding (i) if such person acted in
good faith and in a manner that person reasonably believed to be in or not
opposed to the best interests of the corporation and (ii) with respect to any
criminal action or proceeding, if he or she had no reasonable cause to believe
such conduct was unlawful. In actions brought by or in the right of the
corporation, a corporation may indemnify such person against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner that person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which the Court of Chancery or other such court shall deem proper. To
the extent that such person has been successful on the merits or otherwise in
defending any such action, suit or proceeding referred to above or any claim
issue or matter therein, he or she is entitled to indemnification for expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith. The indemnification and advancement of expenses provided
for or granted pursuant to Section 145 is not exclusive of any other rights of
indemnification or advancement of expenses to which those seeking
indemnification or advancement of expenses may be entitled, and a corporation
may purchase and maintain insurance against liabilities asserted against any
former or current director, officer, employee or agent of the corporation, or a
person who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, whether or not the power to indemnify is provided by
the statute.

         Article VII, Section B of the Company's Restated Certificate of
Incorporation provides the following:

                  1. The Company shall indemnify each person who is or was a
         director, officer or employee of the Company, or of any other
         corporation, partnership, joint venture, trust or other enterprise
         which he is serving or served in any capacity at the request of the
         Company, against any and all liability and reasonable expense that may
         be incurred by him in connection with or resulting from any claim,
         actions, suit or proceeding (whether actual or threatened, brought by
         or in the right of the Company or such other corporation, partnership,
         joint venture, trust or other enterprise, or otherwise, civil,
         criminal, administrative, investigative, or in connection with an
         appeal relating thereto), in which he may become involved, as a party
         or otherwise, by reason of his being or having been a director, officer
         or employee of the Company or of such other

                                      II-2
corporation, partnership, joint venture, trust or other enterprise or
         by reason of any past or future action taken or not taken in his
         capacity as such director, officer or employee, whether or not he
         continues to be such at the time such liability or expense is
         incurred, provided that a determination is made by the Company in
         accordance with Delaware law that such person acted in good faith and
         in a manner he reasonably believed to be in the best interests of the
         Company or at least not opposed to the best interests of such other
         corporation, partnership, joint venture, trust or other enterprise, as
         the case may be, and, in addition, in any criminal action or
         proceedings, had reasonable cause to believe his conduct was lawful or
         no reasonable cause to believe that his conduct was unlawful. The
         termination of a proceeding by judgment, order, settlement, conviction
         or upon a plea of nolo contendere or its equivalent is not, of itself,
         determinative that the person did not meet the standard of conduct
         described in the previous sentence. Notwithstanding the foregoing,
         there shall be no indemnification (a) as to amounts paid or payable to
         the Company or such other corporation, partnership, joint venture,
         trust or other enterprise, as the case may be, for or based upon the
         director, officer or employee having gained in fact any personal
         profit or advantage to which he was not legally entitled; (b) as to
         amounts paid or payable to the Company for an accounting of profits in
         fact made from the purchase or sale of securities of the Company
         within the meaning of Section 16(b) of the Exchange Act and amendments
         thereto or similar provisions of any state statutory law; or (c) with
         respect to matters as to which indemnification would be in
         contravention of the laws of the State of Delaware or of the United
         States of America whether as a matter of public policy or pursuant to
         statutory provisions.

                  2. Any such director, officer or employee who has been wholly
         successful, on the merits or otherwise, with respect to any claim,
         action, suit or proceeding of the character described herein shall be
         entitled to indemnification as of right, except to the extent he has
         otherwise been indemnified. Except as provided in the preceding
         sentence, any indemnification hereunder shall be granted by the
         Company, but only if (a) the Board of Directors of the Company, acting
         by a quorum consisting of directors who are not partners to or who have
         been wholly successful with respect to such claim, action, suit or
         proceeding, shall find that the director, officer or employee has met
         the applicable standards of conduct set forth in paragraph 1 of this
         Section B of Article VII; or (b) outside legal counsel engaged by the
         Company (who may be regular counsel of the Company) shall deliver to
         the Company its written opinion that such director, officer or employee
         has met such applicable standards of conduct; or (c) a court of
         competent jurisdiction has determined that such director, officer or
         employee has met such standards, in an action brought either by the
         Company, or by the director, officer or employee seeking
         indemnification, applying de novo such applicable standards of conduct.
         The termination of any claim, action, suit or proceeding, civil or
         criminal, by judgment, settlement (whether with or without court
         approval) or conviction or upon a plea of guilty or of nolo contendere,
         or its equivalent, shall not create a presumption that a director,
         officer or employee did not meet the applicable standards of conduct
         set forth in paragraph 1 of this Section B of Article VII.

                  3. As used in this Section B of Article VII, the term
         "liability" shall mean amounts paid in settlement or in satisfaction of
         judgments of fines or penalties, and the term "expense" shall include,
         but not be limited to, attorneys' fees and disbursements, incurred in
         connection with the claim, action, suit or proceeding. The Company may
         advance expenses to, or where appropriate may at its option and expense
         undertake the defense of, any such director, officer or employee upon
         receipt of an undertaking by or on behalf of such person to repay such
         expenses if it should ultimately be determined that the person is not
         entitled to indemnification under this Section B of Article VII.

                                      II-3
4. The provisions of this Section B of Article VII shall be
         applicable to claims, actions, suits or proceedings made or commenced
         after the adoption hereof, whether arising from acts or omissions to
         act occurring before or after the adoption hereof. If several claims,
         issues or matters of action are involved, any such director, officer or
         employee may be entitled to indemnification as to some matters even
         though he is not so entitled as to others. The rights of
         indemnification provided hereunder shall be in addition to any rights
         to which any director, officer or employee concerned may otherwise be
         entitled by contract or as a matter of law, and shall inure to the
         benefit of the heirs, executors and administrators of any such
         director, officer or employee. Any repeal or modification of the
         provisions of this Section B of Article VII by the stockholders of the
         Company shall not adversely affect any rights to indemnification and
         advancement of expenses existing pursuant to this Section B of Article
         VII with respect to any acts or omissions occurring prior to such
         repeal or modification.

         The directors and officers of the Company are insured (subject to
certain exceptions and deductions) against liabilities which they may incur in
their capacity as such including liabilities under the Securities Act, under
liability insurance policies carried by the Company.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Certain restricted securities to be reoffered and resold
pursuant to this Registration Statement were issued under the 2001 Plan and the
1998 Plan and in transactions exempt from registration pursuant to Section 4(2)
of the Securities Act.

ITEM 8.           EXHIBITS

Exhibit No.           Description of Exhibits

3.1                   Restated Certificate of Incorporation of Alltrista
                      Corporation (filed as Exhibit 3.1 to Alltrista
                      Corporation's Annual Report on Form 10-K for the year
                      ended December 31, 2001)*

3.2                   By-laws of Alltrista Corporation (filed as Exhibit 3.2 to
                      Alltrista Corporation's Annual Report on Form 10-K for the
                      year ended December 31, 2001)*

4.1                   Alltrista Corporation 1998 Long-Term Equity Incentive
                      Plan (filed as Appendix A to Alltrista Corporation's
                      Proxy Statement dated April 8, 1998, Filing No. 0-21052)*

4.2                   Alltrista Corporation 2001 Stock Option Plan (filed as
                      Exhibit 10.6 to Alltrista Corporation's Quarterly Report
                      on Form 10-Q for the quarter ended September 30, 2001)*

4.3                   Form of Rights Agreement (filed as Exhibit 4.1 to the
                      Company's Quarterly Report on Form 10-Q, Filing
                      No. 021052, and incorporated herein by reference, filed
                      May 12, 1999).*

4.4                   Amendment to Rights Agreement, dated as of July 19, 2001,
                      between the Company and EquiServe Trust Company, N.A. as
                      successor in interest to The First Chicago Trust Company
                      of New York as Rights Agent (filed as Exhibit 4.1 to the
                      Company's Form 8-K, Filing No. 0-21052, and incorporated
                      herein by reference, filed August 21, 2001).*

                                      II-4
4.5                  Amendment to Rights Agreement, dated as of December 14,
                      2001, between the Company and EquiServe Trust Company,
                      N.A. as successor in interest to the First Chicago Trust
                      Company of New York as Rights Agent (filed as Exhibit 1 to
                      the Company's Form 8-A/A, Filing No. 0-21052, and
                      incorporated herein by reference, filed January 9, 2002).*

 4.6                  Amendment to Rights Agreement, dated as of March 4, 2002,
                      between the Company and National City Bank as successor in
                      interest to EquiServe Trust Company, N.A. and the First
                      Chicago Trust Company of New York as Rights Agent (filed
                      as Exhibit 1 to the Company's Form 8-A/A, Filing No.
                      0-21052, and incorporated herein by reference, filed May
                      1, 2002).*

 5.1                  Opinion of Kane Kessler, P.C. regarding the legality of
                      the securities being registered.**

23.1                  Consent of Ernst & Young LLP.**

23.2                  Consent of Kane Kessler, P.C. (included in Exhibit 5).**

24.1                  Power of Attorney (included in the signature pages of this
                      registration statement).**

--------------

*    Incorporated by reference.

**   Filed herewith.

ITEM 9.           UNDERTAKINGS

         A.       The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the

                                      II-5
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-6
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rye, State of New York, on this 9th day of May,
2002.

                              ALLTRISTA CORPORATION

                              By: /s/ Martin E. Franklin
                                  -----------------------------
                                  Name:  Martin E. Franklin
                                  Title: Chairman and Chief Executive Officer

                                      II-7
POWER OF ATTORNEY

          Each of the undersigned officers and directors of Alltrista
Corporation hereby severally constitutes and appoints Ian G. H. Ashken as the
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all pre- or post-effective amendments to this
Registration Statement, any subsequent Registration Statement for the same
offering which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and any and all pre- or post-effective amendments thereto, and
to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact may lawfully do or cause to be
done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated:
Name                                    Title                                 Date
                   ----                                    -----                                 ----
/s/ Martin E. Franklin                      Chairman and Chief Executive                     May 9, 2002
------------------------------------        Officer (Principal Executive
Martin E. Franklin                          Officer)

/s/ Ian G. H. Ashken                        Vice Chairman, Chief Financial                   May 9, 2002
------------------------------------        Officer and Secretary (Principal
Ian G. H. Ashken                            Financial Officer and Principal
                                            Accounting Officer)

/s/ Patrick W. Rooney                       Director                                         May 9, 2002
------------------------------------
Patrick W. Rooney

/s/ Richard L. Molen                        Director                                         May 9, 2002
------------------------------------
Richard L. Molen

                                            Director                                         May  , 2002
------------------------------------
David L. Swift

/s/ Robert L. Wood                          Director                                         May 9, 2002
------------------------------------
Robert L. Wood

/s/ Lynda W. Popwell                        Director                                         May 8, 2002
------------------------------------
Lynda W. Popwell

/s/ Douglas W. Huemme                       Director                                        May 10, 2002
------------------------------------
Douglas W. Huemme
II-8
EXHIBIT INDEX

ITEM 8.           EXHIBITS

Exhibit No.            Description of Exhibits
-----------            -----------------------
 3.1                   Restated Certificate of Incorporation of Alltrista
                       Corporation (filed as Exhibit 3.1 to Alltrista
                       Corporation's Annual Report on Form 10-K for the year
                       ended December 31, 2001)*

 3.2                   By-laws of Alltrista Corporation (filed as Exhibit 3.2 to
                       Alltrista Corporation's Annual Report on Form 10-K for
                       the year ended December 31, 2001)*

 4.1                   Alltrista Corporation 1998 Long-Term Equity Incentive
                       Plan (filed as Appendix A to Alltrista Corporation's
                       Proxy Statement dated April 8, 1998, Filing No. 0-21052)*

 4.2                   Alltrista Corporation 2001 Stock Option Plan (filed as
                       Exhibit 10.6 to Alltrista Corporation's Quarterly Report
                       on Form 10-Q for the quarter ended September 30, 2001)*

 4.3                   Form of Rights Agreement (filed as Exhibit 4.1 to the
                       Company's Quarterly Report on Form 10-Q, Filing No.
                       021052, and incorporated herein by reference, filed
                       May 12, 1999).*

 4.4                   Amendment to Rights Agreement, dated as of July 19, 2001,
                       between the Company and EquiServe Trust Company, N.A. as
                       successor in interest to The First Chicago Trust Company
                       of New York as Rights Agent (filed as Exhibit 4.1 to the
                       Company's Form 8-K, Filing No. 0-21052, and incorporated
                       herein by reference, filed August 21, 2001).*

 4.5                   Amendment to Rights Agreement, dated as of December 14,
                       2001, between the Company and EquiServe Trust Company,
                       N.A. as successor in interest to the First Chicago Trust
                       Company of New York as Rights Agent (filed as Exhibit 1
                       to the Company's Form 8-A/A, Filing No. 0-21052, and
                       incorporated herein by reference, filed January 9,
                       2002).*

 4.6                   Amendment to Rights Agreement, dated as of March 4, 2002,
                       between the Company and National City Bank as successor
                       in interest to EquiServe Trust Company, N.A. and the
                       First Chicago Trust Company of New York as Rights Agent
                       (filed as Exhibit 1 to the Company's Form 8-A/A, Filing
                       No. 0-21052, and incorporated herein by reference, filed
                       May 1, 2002).*

 5.1                   Opinion of Kane Kessler, P.C. regarding the legality of
                       the securities being registered.**

23.1                   Consent of Ernst & Young LLP.**

23.2                   Consent of Kane Kessler, P.C. (included in Exhibit 5).**

24.1                   Power of Attorney (included in the signature pages of
                       this registration statement).**

--------------

*       Incorporated by reference.
**      Filed herewith.