Reg.  No.  __________

FORM  S-8

REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933

<TABLE>

<CAPTION>



<S>                                                     <C>
Alltrista Corporation
------------------------------------------------------                     
(Exact name of Registrant as specified in its charter)

Indiana. . . . . . . . . . . . . . . . . . . . . . . .           35-1828377
------------------------------------------------------  -------------------
(State or other jurisdiction of. . . . . . . . . . . .     (I.R.S. Employer
incorporation or organization) . . . . . . . . . . . .  Identification No.)

5875 Castle Creek Parkway, N. Dr., Suite 440,
Indianapolis, Indiana. . . . . . . . . . . . . . . . .           46250-4330
------------------------------------------------------  -------------------
(Address of Principal Executive Offices) . . . . . . .           (Zip Code)


Alltrista Corporation 1998 Long-Term
Equity Incentive Plan
------------------------------------------------------                     
(Full title of the plan)


Mr. Kevin D. Bower
5875 Castle Creek Parkway, N. Dr., Suite 440
Indianapolis, Indiana 46250-4330
------------------------------------------------------                     
 (Name and address of agent for service)

Copies to
Mr. Joseph DeGroff
ICE MILLER DONADIO & RYAN
One American Square, Box 82001
Indianapolis, Indiana 46282
(317) 577-5040
------------------------------------------------------                     
(Telephone number of agent for service)
</TABLE>



<TABLE>
<CAPTION>
CALCULATION  OF  REGISTRATION  FEE

<S>                   <C>           <C>                 <C>                   <C>
                                                        Proposed
                                    Proposed            maximum               Amount of
Title of securities.  Amount to be  maximum offering    aggregate offering    registration
to be registered(1).  registered    price per unit(2)   price(2)              fee

Common Stock . . . .       300,000  $          23.0625  $       6,918,750.00  $    2,096.59
--------------------  ------------  ------------------  --------------------  -------------
<FN>


(1)In  addition,  pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Act")  this  Registration Statement also covers an indeterminate amount of interests to be
offered  or  sold  pursuant  to  the  employee benefit plan described herein.  Furthermore,
pursuant  to  Rule  416(b) of the Act, there are being registered such additional shares as
may  be  issuable  as  a result of stock splits and stock dividends on, and similar capital
changes  to,  the  registered  securities.

(2)The  registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the
average  of  the  high and low prices for the shares of Common Stock as reported on the New
York  Stock  Exchange  on  November  5,  1998.
</TABLE>




<PAGE>
INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  information  heretofore  filed  with  the  Securities  Exchange
Commission  ("Commission")  pursuant  to the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  is  incorporated  herein  by  reference:

(a)     The  latest  Annual  Report  on  Form 10-K of Alltrista Corporation (the
"Registrant"),  File  No.  0-21052.

(b)     All  other  reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report  referred  to  in  (a)  above.

(c)     The  description  of  the  Registrant's  Common  Stock  contained in the
Registrant's  Registration  Statement  on Form 8-A, dated December 3, 1997, File
No.  0-21052.

All  documents  filed  by  the Registrant or the Alltrista Corporation 1998 Long
Term  Equity  Incentive Plan ("Plan") pursuant to Sections 13(a), 13(c), 14, and
15(d)  of  the  Exchange  Act  after the date of this Registration Statement and
prior  to  the  filing  of a post-effective amendment indicating that all of the
securities  offered  hereby  have been sold or deregistering all such 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 filing of those
documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Indiana  Business  Corporation Law ("IBCL"), the provisions of which govern
the  Registrant, empowers an Indiana corporation to indemnify present and former
directors,  officers,  employees, or agents or any person who may have served at
the  request  of  the  corporation as a director, officer, employee, or agent of
another  corporation  ("Eligible  Persons")  against  liability  incurred in any
proceeding,  civil  or criminal, in which the Eligible Person is made a party by
reason  of  being  or  having  been  in any such capacity, or arising out of his
status  as  such,  if the individual acted in good faith and reasonably believed
that  (a) the individual was acting in the best interests of the corporation, or
(b)  if  the challenged action was taken other than in the individual's official
capacity  as  an  officer, director, employee or agent, the individual's conduct
was  at  least  not  opposed to the corporation's best interests, or (c) if in a
criminal  proceeding,  either the individual had reasonable cause to believe his
conduct  was  lawful or no reasonable cause to believe his conduct was unlawful.
The  IBCL  further  empowers  a  corporation  to pay or reimburse the reasonable
expenses  incurred  by  an Eligible Person in connection with the defense of any
such  claim,  including  counsel  fees;  and,  unless limited by its Articles of
Incorporation,  the  corporation  is  required  to  indemnify an Eligible Person
against  reasonable  expenses if he is wholly successful in any such proceeding,
on  the merits or otherwise.  Under certain circumstances, a corporation may pay
or  reimburse  an  Eligible  Person  for  reasonable  expenses  prior  to  final
disposition  of  the  matter.  Unless  a corporation's articles of incorporation
otherwise  provide,  an Eligible Person may apply for indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled  to  mandatory  indemnification  for  reasonable  expenses  or that the
Eligible  Person is fairly and reasonably entitled to indemnification in view of
all  the  relevant circumstances without regard to whether his actions satisfied
the  appropriate  standard  of  conduct.

Before  a  corporation  may  indemnify  any Eligible Person against liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in  the  specific  circumstances  because  the Eligible Person met the requisite
standard  of  conduct,  (2)  authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification  is  sought.  If  it  is  not  possible  to  obtain  a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more  directors  who  are  not  parties to the proceeding, special legal counsel
selected  by  the  Board  or  such  a  committee,  or by the shareholders of the
corporation.

In  addition  to  the  foregoing,  the  IBCL  states that the indemnification it
provides  shall  not  be  deemed  exclusive  of  any other rights to which those
indemnified may be entitled under any provision of the articles of incorporation
or  bylaws,  resolution  of the board of directors or shareholders, or any other
authorization  adopted  after notice by a majority vote of all the voting shares
then  issued  and outstanding.  The IBCL also empowers an Indiana corporation to
purchase  and  maintain  insurance  on behalf of any Eligible Person against any
liability  asserted  against  or  incurred  by  him  in any capacity as such, or
arising out of his status as such, whether or not the corporation would have had
the  power  to  indemnify  him  against  such  liability.

Reference  is  made  to  Article  10  of  the  Articles  of Incorporation of the
Registrant  concerning  indemnification  of  directors,  officers, employees and
agents.  Such  Article indemnifies the directors, officers, employees and agents
to  the  fullest  extent  permitted  by  the  IBCL.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS.

See  Index  to  Exhibits,  page  8.

ITEM  9.  UNDERTAKINGS.

The  undersigned  Registrant  hereby  undertakes:
(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:

          (i)     To  include any prospectus required by section 10(a)(3) of the
Securities  Act  of  1933;
          (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 (1)(i) and (1)(ii) shall not apply if
the  information  required to be included in a post-effective amendment by those
paragraphs  is  contained  in  periodic  reports  filed with or furnished to the
Commission  by  the  Registrant  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  of  1933,  each  such  post-effective amendment 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.

(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.

(4)     That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  Section  15(d) of the Exchange Act (and, where applicable, each filing of an
employee  benefit plan's annual report pursuant to 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.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  directors, officers and controlling persons of the
Registrant  pursuant  to  the foregoing provisions, or otherwise, the Registrant
has  been  advised that in the opinion of the Commission such indemnification is
against  public policy as expressed in the Act and is, therefore, unenforceable.
In  the  event  that a claim for indemnification against such liabilities (other
than  the  payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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 Registrant 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 Act and
will  be  governed  by  the  final  adjudication  of  such  issue.

SIGNATURES
Pursuant  to  the  requirements  of  the  Securities Act of 1933, 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,  hereunto duly
authorized,  in the City of Indianapolis, State of Indiana, on October 15, 1998.

                              ALLTRISTA  CORPORATION



                              By:  /s/  Kevin  D.  Bower
                                   Kevin  D.  Bower,  Senior  Vice President and
                                                      Chief  Financial  Officer


POWER  OF  ATTORNEY

Know  all  men by these presents, that each person whose signature appears below
constitutes  and appoints Thomas B. Clark and Kevin D. Bower, and each or any of
them  (with  full  power  to  act  alone),  his  or  her  true  and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for  him  or  her  and  in  his  or  her  name,  place and stead, in any and all
capacities,  to  sign any and all amendments to this Registration Statement, and
to  file  the same, with all exhibits thereto, and other documents in connection
therewith,  with  the  Securities  and  Exchange Commission, granting unto those
attorneys-in-fact and agents 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 or she might or could do in
person,  hereby  ratifying  and  confirming all that those attorneys-in-fact and
agents,  or  their  substitutes,  may  do  or cause to be done by virtue hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has  been  signed on October 15, 1998 by the following persons in the
capacities  indicated:
<TABLE>

<CAPTION>



<S>                        <C>
Signature . . . . . . . .  Capacity
                           With Registrant


/s/ Thomas B. Clark . . .  President, Chief Executive Officer and Director
Thomas B. Clark . . . . .  (Principal Executive Officer)


/s/ Kevin D. Bower. . . .  Senior Vice President, Chief Financial Officer
Kevin D. Bower. . . . . .  (Principal Financial and Accounting Officer)


/s/  William L. Peterson.  Chairman of the Board of Directors
William L. Peterson


/s/ William A. Foley. . .  Director
William A. Foley


/s/ Richard L. Molen. . .  Director
Richard L. Molen


/s/ Lynda Watkins Popwell  Director
Lynda Watkins Popwell


/s/  Patrick W. Rooney. .  Director
Patrick W. Rooney


/s/  David L. Swift . . .  Director
David L. Swift
-------------------------                                                  
</TABLE>



Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the  Plan
Administrator  has  duly  caused this Registration Statement to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized  in  the  City  of
Indianapolis,  State  of  Indiana,  on  October  15,  1998.


                           ALLTRISTA  CORPORATION
                           1998  LONG  TERM  EQUITY  INCENTIVE  PLAN


                           By:  /s/  Kevin  D.  Bower
                                  Kevin  D.  Bower, Senior  Vice  President
                                                    and Chief  Financial Officer







<PAGE>
ALLTRISTA  CORPORATION
REGISTRATION  STATEMENT
ON
FORM  S-8

<TABLE>

<CAPTION>

INDEX  TO  EXHIBITS


<S>              <C>      <C>
EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K.  EXHIBIT
ITEM 601. . . .  NUMBER   DESCRIPTION OF EXHIBIT
---------------  -------  ---------------------------------------------------
(4) . . . . . .     4.01  DESCRIPTION OF THE REGISTRANT'S COMMON STOCK
                          (INCORPORATED BY REFERENCE TO THE REGISTRANT'S
                          REGISTRATION STATEMENT ON FORM 8-A, DATED DECEMBER
                          3, 1997, FILE NO. 0-21052).
                    4.02  ALLTRISTA CORPORATION 1998 LONG TERM EQUITY
                          INCENTIVE PLAN (INCORPORATED BY REFERENCE TO
                          APPENDIX A TO THE REGISTRANT'S PROXY STATEMENT
                          DATED APRIL 8, 1998, FILED WITH THE COMMISSION ON
                          APRIL 6, 1998
(5) . . . . . .     5.01  OPINION OF ICE MILLER DONADIO & RYAN

(15)                      NOT APPLICABLE

(23). . . . . .    23.01  CONSENT OF PRICE WATERHOUSE, LLP, INDEPENDENT
                          PUBLIC ACCOUNTANTS
                   23.02  CONSENT OF ICE MILLER DONADIO & RYAN (PROVIDED IN
                          EXHIBIT 5.01)
(24)                      POWER OF ATTORNEY (SEE SIGNATURE PAGE)

(28)                      NOT APPLICABLE
---------------           ---------------------------------------------------
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17309}]
{"company-data": {"conformed-name": "ALLTRISTA CORP", "cik": "0000895655", "assigned-sic": "3470", "irs-number": "351828377", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67033", "film-number": "98741630"}, "business-address": {"street1": "345 S HIGH ST", "city": "MUNCIE", "state": "IN", "zip": "47307", "phone": "7652815000"}, "mail-address": {"street1": "345 S. HIGH STREET", "city": "MUNCIE", "state": "IN", "zip": "47307-5004"}}
Reg.  No.  __________

FORM  S-8

REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933
Alltrista Corporation
------------------------------------------------------                     
(Exact name of Registrant as specified in its charter)

Indiana. . . . . . . . . . . . . . . . . . . . . . . .           35-1828377
------------------------------------------------------  -------------------
(State or other jurisdiction of. . . . . . . . . . . .     (I.R.S. Employer
incorporation or organization) . . . . . . . . . . . .  Identification No.)

5875 Castle Creek Parkway, N. Dr., Suite 440,
Indianapolis, Indiana. . . . . . . . . . . . . . . . .           46250-4330
------------------------------------------------------  -------------------
(Address of Principal Executive Offices) . . . . . . .           (Zip Code)

Alltrista Corporation 1998 Long-Term
Equity Incentive Plan
------------------------------------------------------                     
(Full title of the plan)

Mr. Kevin D. Bower
5875 Castle Creek Parkway, N. Dr., Suite 440
Indianapolis, Indiana 46250-4330
------------------------------------------------------                     
 (Name and address of agent for service)

Copies to
Mr. Joseph DeGroff
ICE MILLER DONADIO & RYAN
One American Square, Box 82001
Indianapolis, Indiana 46282
(317) 577-5040
------------------------------------------------------                     
(Telephone number of agent for service)
CALCULATION  OF  REGISTRATION  FEE
Proposed
                                    Proposed            maximum               Amount of
Title of securities.  Amount to be  maximum offering    aggregate offering    registration
to be registered(1).  registered    price per unit(2)   price(2)              fee

Common Stock . . . .       300,000  $          23.0625  $       6,918,750.00  $    2,096.59
--------------------  ------------  ------------------  --------------------  -------------
(1)In  addition,  pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Act")  this  Registration Statement also covers an indeterminate amount of interests to be
offered  or  sold  pursuant  to  the  employee benefit plan described herein.  Furthermore,
pursuant  to  Rule  416(b) of the Act, there are being registered such additional shares as
may  be  issuable  as  a result of stock splits and stock dividends on, and similar capital
changes  to,  the  registered  securities.

(2)The  registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the
average  of  the  high and low prices for the shares of Common Stock as reported on the New
York  Stock  Exchange  on  November  5,  1998.
INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  information  heretofore  filed  with  the  Securities  Exchange
Commission  ("Commission")  pursuant  to the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  is  incorporated  herein  by  reference:

(a)     The  latest  Annual  Report  on  Form 10-K of Alltrista Corporation (the
"Registrant"),  File  No.  0-21052.

(b)     All  other  reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report  referred  to  in  (a)  above.

(c)     The  description  of  the  Registrant's  Common  Stock  contained in the
Registrant's  Registration  Statement  on Form 8-A, dated December 3, 1997, File
No.  0-21052.

All  documents  filed  by  the Registrant or the Alltrista Corporation 1998 Long
Term  Equity  Incentive Plan ("Plan") pursuant to Sections 13(a), 13(c), 14, and
15(d)  of  the  Exchange  Act  after the date of this Registration Statement and
prior  to  the  filing  of a post-effective amendment indicating that all of the
securities  offered  hereby  have been sold or deregistering all such 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 filing of those
documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Indiana  Business  Corporation Law ("IBCL"), the provisions of which govern
the  Registrant, empowers an Indiana corporation to indemnify present and former
directors,  officers,  employees, or agents or any person who may have served at
the  request  of  the  corporation as a director, officer, employee, or agent of
another  corporation  ("Eligible  Persons")  against  liability  incurred in any
proceeding,  civil  or criminal, in which the Eligible Person is made a party by
reason  of  being  or  having  been  in any such capacity, or arising out of his
status  as  such,  if the individual acted in good faith and reasonably believed
that  (a) the individual was acting in the best interests of the corporation, or
(b)  if  the challenged action was taken other than in the individual's official
capacity  as  an  officer, director, employee or agent, the individual's conduct
was  at  least  not  opposed to the corporation's best interests, or (c) if in a
criminal  proceeding,  either the individual had reasonable cause to believe his
conduct  was  lawful or no reasonable cause to believe his conduct was unlawful.
The  IBCL  further  empowers  a  corporation  to pay or reimburse the reasonable
expenses  incurred  by  an Eligible Person in connection with the defense of any
such  claim,  including  counsel  fees;  and,  unless limited by its Articles of
Incorporation,  the  corporation  is  required  to  indemnify an Eligible Person
against  reasonable  expenses if he is wholly successful in any such proceeding,
on  the merits or otherwise.  Under certain circumstances, a corporation may pay
or  reimburse  an  Eligible  Person  for  reasonable  expenses  prior  to  final
disposition  of  the  matter.  Unless  a corporation's articles of incorporation
otherwise  provide,  an Eligible Person may apply for indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled  to  mandatory  indemnification  for  reasonable  expenses  or that the
Eligible  Person is fairly and reasonably entitled to indemnification in view of
all  the  relevant circumstances without regard to whether his actions satisfied
the  appropriate  standard  of  conduct.

Before  a  corporation  may  indemnify  any Eligible Person against liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in  the  specific  circumstances  because  the Eligible Person met the requisite
standard  of  conduct,  (2)  authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification  is  sought.  If  it  is  not  possible  to  obtain  a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more  directors  who  are  not  parties to the proceeding, special legal counsel
selected  by  the  Board  or  such  a  committee,  or by the shareholders of the
corporation.

In  addition  to  the  foregoing,  the  IBCL  states that the indemnification it
provides  shall  not  be  deemed  exclusive  of  any other rights to which those
indemnified may be entitled under any provision of the articles of incorporation
or  bylaws,  resolution  of the board of directors or shareholders, or any other
authorization  adopted  after notice by a majority vote of all the voting shares
then  issued  and outstanding.  The IBCL also empowers an Indiana corporation to
purchase  and  maintain  insurance  on behalf of any Eligible Person against any
liability  asserted  against  or  incurred  by  him  in any capacity as such, or
arising out of his status as such, whether or not the corporation would have had
the  power  to  indemnify  him  against  such  liability.

Reference  is  made  to  Article  10  of  the  Articles  of Incorporation of the
Registrant  concerning  indemnification  of  directors,  officers, employees and
agents.  Such  Article indemnifies the directors, officers, employees and agents
to  the  fullest  extent  permitted  by  the  IBCL.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS.

See  Index  to  Exhibits,  page  8.

ITEM  9.  UNDERTAKINGS.

The  undersigned  Registrant  hereby  undertakes:
(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:

          (i)     To  include any prospectus required by section 10(a)(3) of the
Securities  Act  of  1933;
          (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 (1)(i) and (1)(ii) shall not apply if
the  information  required to be included in a post-effective amendment by those
paragraphs  is  contained  in  periodic  reports  filed with or furnished to the
Commission  by  the  Registrant  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  of  1933,  each  such  post-effective amendment 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.

(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.

(4)     That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  Section  15(d) of the Exchange Act (and, where applicable, each filing of an
employee  benefit plan's annual report pursuant to 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.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  directors, officers and controlling persons of the
Registrant  pursuant  to  the foregoing provisions, or otherwise, the Registrant
has  been  advised that in the opinion of the Commission such indemnification is
against  public policy as expressed in the Act and is, therefore, unenforceable.
In  the  event  that a claim for indemnification against such liabilities (other
than  the  payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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 Registrant 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 Act and
will  be  governed  by  the  final  adjudication  of  such  issue.

SIGNATURES
Pursuant  to  the  requirements  of  the  Securities Act of 1933, 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,  hereunto duly
authorized,  in the City of Indianapolis, State of Indiana, on October 15, 1998.

                              ALLTRISTA  CORPORATION

                              By:  /s/  Kevin  D.  Bower
                                   Kevin  D.  Bower,  Senior  Vice President and
                                                      Chief  Financial  Officer

POWER  OF  ATTORNEY

Know  all  men by these presents, that each person whose signature appears below
constitutes  and appoints Thomas B. Clark and Kevin D. Bower, and each or any of
them  (with  full  power  to  act  alone),  his  or  her  true  and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for  him  or  her  and  in  his  or  her  name,  place and stead, in any and all
capacities,  to  sign any and all amendments to this Registration Statement, and
to  file  the same, with all exhibits thereto, and other documents in connection
therewith,  with  the  Securities  and  Exchange Commission, granting unto those
attorneys-in-fact and agents 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 or she might or could do in
person,  hereby  ratifying  and  confirming all that those attorneys-in-fact and
agents,  or  their  substitutes,  may  do  or cause to be done by virtue hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has  been  signed on October 15, 1998 by the following persons in the
capacities  indicated:
Signature . . . . . . . .  Capacity
                           With Registrant

/s/ Thomas B. Clark . . .  President, Chief Executive Officer and Director
Thomas B. Clark . . . . .  (Principal Executive Officer)

/s/ Kevin D. Bower. . . .  Senior Vice President, Chief Financial Officer
Kevin D. Bower. . . . . .  (Principal Financial and Accounting Officer)

/s/  William L. Peterson.  Chairman of the Board of Directors
William L. Peterson

/s/ William A. Foley. . .  Director
William A. Foley

/s/ Richard L. Molen. . .  Director
Richard L. Molen

/s/ Lynda Watkins Popwell  Director
Lynda Watkins Popwell

/s/  Patrick W. Rooney. .  Director
Patrick W. Rooney

/s/  David L. Swift . . .  Director
David L. Swift
-------------------------
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the  Plan
Administrator  has  duly  caused this Registration Statement to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized  in  the  City  of
Indianapolis,  State  of  Indiana,  on  October  15,  1998.

                           ALLTRISTA  CORPORATION
                           1998  LONG  TERM  EQUITY  INCENTIVE  PLAN

                           By:  /s/  Kevin  D.  Bower
                                  Kevin  D.  Bower, Senior  Vice  President
                                                    and Chief  Financial Officer
ALLTRISTA  CORPORATION
REGISTRATION  STATEMENT
ON
FORM  S-8
INDEX  TO  EXHIBITS
EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K.  EXHIBIT
ITEM 601. . . .  NUMBER   DESCRIPTION OF EXHIBIT
---------------  -------  ---------------------------------------------------
(4) . . . . . .     4.01  DESCRIPTION OF THE REGISTRANT'S COMMON STOCK
                          (INCORPORATED BY REFERENCE TO THE REGISTRANT'S
                          REGISTRATION STATEMENT ON FORM 8-A, DATED DECEMBER
                          3, 1997, FILE NO. 0-21052).
                    4.02  ALLTRISTA CORPORATION 1998 LONG TERM EQUITY
                          INCENTIVE PLAN (INCORPORATED BY REFERENCE TO
                          APPENDIX A TO THE REGISTRANT'S PROXY STATEMENT
                          DATED APRIL 8, 1998, FILED WITH THE COMMISSION ON
                          APRIL 6, 1998
(5) . . . . . .     5.01  OPINION OF ICE MILLER DONADIO & RYAN

(15)                      NOT APPLICABLE

(23). . . . . .    23.01  CONSENT OF PRICE WATERHOUSE, LLP, INDEPENDENT
                          PUBLIC ACCOUNTANTS
                   23.02  CONSENT OF ICE MILLER DONADIO & RYAN (PROVIDED IN
                          EXHIBIT 5.01)
(24)                      POWER OF ATTORNEY (SEE SIGNATURE PAGE)

(28)                      NOT APPLICABLE
---------------           ---------------------------------------------------