As filed with the Securities and Exchange Commission on December 28, 2000
                              Registration No. 333-
                               -------------------

================================================================================

                              ---------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------
                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                             -----------------------
                                BALL CORPORATION
               (Exact name of issuer as specified in its charter)

                               Indiana 35-0160610
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

              10 Longs Peak Drive, Broomfield, Colorado 80021-2510
                    (Address of Principal Executive Offices)
                         -------------------------------

         BALL CORPORATION 2000 DEFERRED COMPENSATION COMPANY STOCK PLAN
                BALL CORPORATION 2001 DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

                         -------------------------------
          CT Corporation System, 36 S. Pennsylvania Street, Suite 700,
                          Indianapolis, Indiana 46204
                    (Name and address of agent for service)
   Telephone number, including area code, of agent for service (317) 236-8011

                         -------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                     Proposed       Proposed
Title of Each                        Maximum        Maximum         Amount
Class of            Amount           Offering       Aggregate       of
Securities to       to be            Price          Offering        Registration
be Registered       Registered       Per Unit**     Price***        Fee
--------------------------------------------------------------------------------
Common Stock
(without par        100,000 shares   $41.285        $4,128,500      $1,089.92
   value)
 (including
Preferred Stock
Purchase Rights)*1
--------------------------------------------------------------------------------
Deferred            $25,000,000      100%           $25,000,000     $6,600.00
Compensation
Obligations2
================================================================================
Total                                               $29,128,500     $7,689.92
--------------------------------------------------------------------------------

(*)Each share of Ball  Corporation  Common Stock includes a right ("Ball Right")
to purchase  Series A Junior  Participating  Preferred  Stock of Ball or,  under
certain circumstances,  Ball Common Stock, cash, property or other securities of
Ball.

(**)Estimated  solely for purposes of calculating the  registration fee pursuant
to Rule 457(c) and (h) under the Securities Act of 1933 (the  "Securities  Act")
based upon the average of the low (40.38) and high (42.19) reported sales prices
of the Registrant's Common Stock, without par value, as reported on the New York
Stock Exchange Composite Transactions Tape on December 21, 2000.

(***) The registration  fee has been calculated  pursuant to Section 6(b) of the
Securities Act.

--------
1 Includes Deferred Compensation Obligations (units) (accounted for in the price
of Ball Common Stock) which are unsecured obligations of Ball Corporation to pay
deferred compensation,  including Ball Corporation's matching contributions,  in
the form of Ball  Corporation  Common Stock in the future in accordance with the
terms of the Ball Corporation 2000 Deferred Compensation Company Stock Plan.

2 Includes Deferred Compensation Obligations accounted for in U.S. dollars which
are unsecured  obligations of Ball Corporation  to pay deferred  compensation in
the future in  accordance with the  terms of the Ball Corporation  2001 Deferred
Compensation Plan.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

           Not required to be filed with this Registration Statement.

Item 2.    Registrant Information and Employee Plan Annual Information

           Not required to be filed with this Registration Statement.

Information  required by Part I to be contained in the Section 10(a)  prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act and the Introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

           Ball  Corporation  (the  "Registrant",  "Company"  or  "Corporation")
hereby incorporates the following documents herein by reference:

(a) The Annual Report on Form 10-K of the Registrant for the year ended December
31, 1999;

(b) All reports of the  Registrant  filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since December 31, 1998.

(c) The Company's  Notice of the 2000 Annual Meeting of  Shareholders  and Proxy
Statement  dated March 15, 2000 issued in connection  with the Annual Meeting of
Shareholders on April 26, 2000.

(d) The  description  of the Company's  Common Stock  contained in the Company's
Form 8-A Registration  Statement filed October 31, 1973, including any amendment
or report filed for the purpose of updating such description.

(e) The Rights Agreement dated as of July 24, 1996,  between the Company and The
First Chicago Trust Company of New York (filed by  incorporation by reference to
the Form 8-A Registration Statement,  No. 1-7349 dated August 1, 1996, and filed
August 2, 1996.

(f) All  documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act, 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,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing 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 other subsequently filed document which also is incorporated or deemed to
be incorporated by reference  herein modified or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

(1) The Securities  offered hereby are shares of Ball  Corporation  Common Stock
and Deferred  Compensation  Obligations under the Ball Corporation 2000 Deferred
Compensation  Company  Stock  Plan  ("2000  Plan")  which are being  offered  to
eligible employees and directors of the Company and its participating affiliated
corporations  under  the  2000  Plan.  The  Securities  offered  under  the Ball
Corporation  2001  Deferred  Compensation  Plan ("2001  Plan") are only Deferred
Compensation Obligations of Ball Corporation which are being offered to eligible
employees of the Company and its participating affiliated corporations under the
2001 Plan. The 2000 Plan and the 2001 Plan  collectively  are referred to as the
"Plans".  The Plans permit participants to defer cash incentive  compensation in
accordance  with the  terms of the  Plans.  The  amount  of  compensation  to be
deferred by each  participant  will be based on elections by each participant in
accordance  with the terms of the Plans.  The amounts of eligible cash incentive
compensation  deferred by  participants  under the Plans are  referred to as the
Deferred  Compensation  Obligations.  Pursuant  to the 2000 Plan,  the  Deferred
Compensation  Obligations  are  denominated  in U.S.  dollars  and cents and are
measured in units ("Units") under the 2000 Plan. Each Unit is equal to the value
of one share of the Company's  common stock  pursuant to the 2000 Plan. The 2000
Plan   provides  that  the  Company  will  match  the   participant's   deferred
compensation  up to twenty  percent (20%) per annum,  not to exceed  $20,000 per
annum per  participant.  With respect to dividends,  the Company will credit the
participant's  account with Units equal to the value of the  dividends,  if any,
based on the closing price of one share of the Company's common stock on the New
York Stock  Exchange  Composite  Listing on the date the dividends are paid. The
2000 Plan provides that the Deferred  Compensation  Obligations  pursuant to the
Plan, the Company's  twenty percent (20%) match,  up to a maximum of $20,000 per
annum and Units  credited  to  participants'  accounts  for  dividends,  if any,
credited  to each  participant's  account,  will be paid to the  participant  in
shares  of the  Company's  common  stock on the date or dates  selected  by each
participant in accordance with the terms of the Plan or such other date or dates
as specified in the Plan.

The  Company  will  use  treasury  shares  to  pay  the  Deferred   Compensation
Obligations under the Ball Corporation 2000 Deferred  Compensation Company Stock
Plan.  The  participants  will have no right to vote the shares until the shares
are issued to the participants.

(2) The Company is  continuing a  non-qualifying  grantor  trust (the  "Trust"),
commonly  known as a "Rabbi Trust" which will be used to pay benefits  under the
Plans and predecessor  deferred  compensation plans. The assets of the Trust are
subject to the claims of general  creditors  of the  Company.  As a result,  the
Deferred Compensation  Obligations will be unfunded and unsecured obligations of
the Company to pay deferred  compensation  in the future in accordance  with the
terms of the Plan, and will rank equally with other unsecured and unsubordinated
indebtedness to the Company, from time-to-time, outstanding.

Pursuant to the 2001 Plan, the Deferred Compensation Obligations are measured in
U.S.  dollars and cents equal to the value of various  investments that are made
by the participants under the 2001 Plan and which will be payable in the form of
U.S.  dollars  and cents on the date or dates  selected by each  participant  in
accordance  with  the  terms  of the  Plan or on such  other  date or  dates  as
specified in the Plan.

The amounts of cash incentive compensation deferred by a participant pursuant to
the 2001 Plan will be credited with investment  gains and losses by treating the
deferral as if it were  hypothetically  invested  in, or indexed to, one or more
investment  options  selected by the participant in accordance with the terms of
the 2001 Plan. The investment  options  include  various  investment  funds with
different  degrees of risk.  Participants  may allocate and  reallocate  amounts
among the  various  investment  options  periodically,  subject to the terms and
conditions  of the Plan and as  provided  by and  approved  by the  Compensation
Committee.  The 2001 Plan is an unfunded and unsecured obligation of the Company
to pay deferred  obligations  in the future in accordance  with the terms of the
plan.  Participants'  accounts  will be credited with the  investment  gains and
losses in accordance  with the  performance  of the  investment  funds that each
participant has selected under the 2001 Plan.

The Company  reserves  the right to amend the Plans at any time,  including  the
right to completely  terminate  the Plans and  distribute  the benefits  payable
under the Plans to the  participants  in the Plans. No amendment will reduce the
benefits credited to any participant's account as of the date of such amendment.

A participant's  rights,  or the rights of any other person to receive a payment
of Deferred  Compensation  Obligations under the 2000 Plan and the 2001 Plan may
not be sold, assigned,  transferred,  pledged, garnished, or encumbered, subject
to sequestration  for the payment of any debts,  judgments,  alimony or separate
maintenance  owed by a participant or any other person,  nor be  transferable by
operation  of  law  in the  event  of a  participant's  or  any  other  person's
bankruptcy or insolvency.

Item 5.    Interests of Named Experts and Counsel

               Robert   W.   McClelland,   Associate   General   Counsel,   Ball
               Corporation,  whose legal  opinion is attached  hereto as Exhibit
               5.1, is  eligible to  participate  in the Ball  Corporation  2000
               Deferred Compensation Company Stock Plan and the Ball Corporation
               2001 Deferred Compensation Plan.

Item 6.    Indemnification of Directors and Officers

               Section  23-1-37-8  of  the  Indiana  Business   Corporation  Law
               provides as follows:

               (a) A corporation  may indemnify an individual  made a party to a
               proceeding  because the  individual is or was a director  against
               liability incurred in the proceeding if:

               (1) The individual's conduct was in good faith; and

               (2) The  individual  believed:  (A) In the case of conduct in the
               individual's  official  capacity with the  corporation,  that the
               individual's  conduct was in its best  interests;  and (B) In all
               other  cases,  that the  individual's  conduct  was at least  not
               opposed to its best interests; and

               (3) In  the  case  of any  criminal  proceeding,  the  individual
               either: (A)  Had  reasonable  cause  to  believe the individual's
               conduct was lawful; or (B) Had no reasonable cause to believe the
               individual's conduct was unlawful.

               (b) A director's conduct with respect to an employee benefit plan
               for a  purpose  the  director  reasonably  believed  to be in the
               interests of the participants in and beneficiaries of the plan is
               conduct that satisfies the requirement of subsection (a)(2)(B).

               (c)  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 director did
               not meet the standard of conduct described in this section.

           Section  B of  Article  XII  of the  Company's  Amended  Articles  of
Incorporation provides as follows:

           Indemnification  of  directors,  officers and  employees  shall be as
follows:

           1.  The  Corporation  shall  indemnify  each  person  who is or was a
director,  officer or employee of the Corporation,  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  Corporation,  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  Corporation  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  Corporation or of such other  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 such person acted in good faith and in a manner he  reasonably  believed to
be in  the  best  interests  of  the  Corporation  or  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 no reasonable cause to
believe that his conduct was  unlawful.  Notwithstanding  the  foregoing,  there
shall be no indemnification (a) as to amounts paid or payable to the Corporation
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 Corporation for
an accounting of profits in fact made from the purchase or sale of securities of
the Corporation  within the meaning of Section 16(b) of the Securities  Exchange
Act of 1934 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 Indiana  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  Corporation,  but only if (a) the Board of
Directors,  acting by a quorum consisting of directors who are not parties 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 XII; or (b) outside legal counsel engaged by the Corporation (who may be
regular counsel of the Corporation) shall deliver to the corporation 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  Corporation,  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 XII.

           3. As used in this  Section B of Article  XII,  the term  "liability"
shall mean amounts paid in settlement or in  satisfaction  of judgments or fines
or penalties, and the term "expense" shall include, but shall not be limited to,
attorneys'  fees and  disbursements,  incurred  in  connection  with the  claim,
action,  suit or proceeding.  The Corporation 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
XII.

           4.  The  provisions  of  this  Section  B of  Article  XII  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.

           In addition,  the Company has purchased and maintains  insurance,  as
permitted  by Indiana  law,  on behalf of its  directors  and  officers  against
certain losses which may arise out of their employment and which are recoverable
under the indemnification  provisions of Ball Corporation's  Amended Articles of
Incorporation.

Item 7.    Exemption from Registration Claimed

           Not applicable.

Item 8.    Exhibits

3(i)       Amended  Articles of  Incorporation  of the  Registrant  (filed as an
           Exhibit to Registrant's Current Report on form 8-K dated November 30,
           1990, and incorporated herein by reference).

3(ii)      Bylaws of Registrant, as amended (filed as an Exhibit to Registrant's
           Annual  Report on Form 10-K dated March 30,  2000,  and  incorporated
           herein by reference).

4.1        Ball Corporation 2000 Deferred Compensation Company Stock Plan.

4.2        Ball Corporation 2001 Deferred Compensation Plan.

4.3        The Rights  Agreement dated as of July 24, 1996,  between the Company
           and  The  First   Chicago   Trust  Company  of  New  York  (filed  by
           incorporation  by reference to the Form 8-A  Registration  Statement,
           No. 1-7349 dated August 1, 1996, and filed August 2, 1996.

5.1        Opinion of Robert W. McClelland as to the legality of the securities
           being registered.

23.1       Consent of PricewaterhouseCoopers LLP.

23.2       Consent of Robert W. McClelland (included in the opinion filed as
           Exhibit 5.1).

24.1       Powers of Attorney

Undertakings

Item 9.    Undertakings

           (a)    The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made of the securities  registered  hereby, 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 this
                    Registration Statement;

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply to the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs if contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this 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.

           (b)  The  undersigned  Registrant  hereby  undertakes  that,  for the
purpose of determining  any liability  under the  Securities  Act of 1933,  each
filing of the  Registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and each filing of the annual report of the
plans pursuant to Section 15(d) of the Securities  Exchange Act of 1934) 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  of  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  Securities  and
Exchange  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  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  Exchange  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on this Form S-8 and has duly  caused this Form
S-8  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized  in the City of  Broomfield,  State of Colorado,  on
December 14, 2000.

                      BALL CORPORATION
                      (Registrant)

                      By:   /s/ George A. Sissel
                            ---------------------------------------------------
                            George A. Sissel, Chairman and
                            Chief Executive Officer
                            December 14, 2000

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

(1)    Principal Executive Officer:


       /s/ George A. Sissel                            Chairman and
       -----------------------------------------       Chief Executive Officer
       George A. Sissel                                December 14, 2000

(2)    Principal Financial Accounting Officer:


       /s/ Raymond J. Seabrook                         Senior Vice President and
       -----------------------------------------       Chief Financial Officer
       Raymond J. Seabrook                             December 14, 2000

(3)    A Majority of the Board of Directors:

       /s/ Frank A. Bracken                    *       Director
       -----------------------------------------       December 14, 2000
       Frank A. Bracken

       /s/ Howard M. Dean                      *       Director
       -----------------------------------------       December 14, 2000
       Howard M. Dean

       /s/ John T. Hackett                     *       Director
       -----------------------------------------       December 14, 2000
       John T. Hackett

       /s/ R. David Hoover                     *       Vice Chairman, President,
       -----------------------------------------       Chief Operating Officer
       R. David Hoover                                 and Director
                                                       December 14, 2000

       /s/ John F. Lehman                      *       Director
       -----------------------------------------       December 14, 2000
       John F. Lehman

       /s/ Ruel C. Mercure, Jr.                *       Director
       -----------------------------------------       December 14, 2000
       Ruel C. Mercure, Jr.

       /s/ Jan Nicholson                       *       Director
       -----------------------------------------       December 14, 2000
       Jan Nicholson

       /s/ George A. Sissel                    *       Chairman and Chief
       -----------------------------------------       Executive Officer and
       George A. Sissel                                Director
                                                       December 14, 2000

       /s/ William P. Stiritz                  *       Director
       -----------------------------------------       December 14, 2000
       William P. Stiritz

       /s/ Stuart A. Taylor II                 *       Director
       -----------------------------------------       December 14, 2000
       Stuart A. Taylor II

*  By  George A.  Sissel  as  Attorney-in-Fact  pursuant  to a Limited  Power of
   Attorney executed by the directors listed above,  which Power of Attorney has
   been filed with the Securities and Exchange Commission.

                             By:   /s/ George A. Sissel
                             ---------------------------------------------------
                             George A. Sissel, As Attorney-in-Fact
                             December 14, 2000


<PAGE>



Exhibit
Number                              Description
--------------------------------------------------------------------------------

3(i)       Amended  Articles of  Incorporation  of the  Registrant  (filed as an
           Exhibit to Registrant's Current Report on form 8-K dated November 30,
           1990, and incorporated herein by reference).

3(ii)      Bylaws of Registrant, as amended (filed as an Exhibit to Registrant's
           Annual  Report on Form 10-K dated March 30,  2000,  and  incorporated
           herein by reference).

4.1        Ball Corporation 2000 Deferred Compensation Company Stock Plan.

4.2        Ball Corporation 2001 Deferred Compensation Plan.

4.3        The Rights  Agreement dated as of July 24, 1996,  between the Company
           and  The  First   Chicago   Trust  Company  of  New  York  (filed  by
           incorporation  by reference to the Form 8-A  Registration  Statement,
           No. 1-7349 dated August 1, 1996, and filed August 2, 1996.

5.1        Opinion of Robert W. McClelland as to the legality of the securities
           being registered.

23.1       Consent of PricewaterhouseCoopers LLP.

23.2       Consent of Robert W. McClelland (included in the opinion filed as
           Exhibit 5.1).

24.1       Powers of Attorney
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 31975}]
{"company-data": {"conformed-name": "BALL CORP", "cik": "0000009389", "assigned-sic": "3411", "irs-number": "350160610", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52862", "film-number": "797426"}, "business-address": {"street1": "10 LONGS PEAK DRIVE", "city": "BROOMFIELD", "state": "CO", "zip": "80021-2510", "phone": "3034695511"}, "mail-address": {"street1": "PO BOX 5000", "city": "BROOMFIELD", "state": "CO", "zip": "80038-5000"}, "former-company": {"former-conformed-name": "BALL BROTHERS CO", "date-changed": "19731115"}}
As filed with the Securities and Exchange Commission on December 28, 2000
                              Registration No. 333-
                               -------------------

================================================================================

                              ---------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------
                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                             -----------------------
                                BALL CORPORATION
               (Exact name of issuer as specified in its charter)

                               Indiana 35-0160610
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

              10 Longs Peak Drive, Broomfield, Colorado 80021-2510
                    (Address of Principal Executive Offices)
                         -------------------------------

         BALL CORPORATION 2000 DEFERRED COMPENSATION COMPANY STOCK PLAN
                BALL CORPORATION 2001 DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

                         -------------------------------
          CT Corporation System, 36 S. Pennsylvania Street, Suite 700,
                          Indianapolis, Indiana 46204
                    (Name and address of agent for service)
   Telephone number, including area code, of agent for service (317) 236-8011

                         -------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                     Proposed       Proposed
Title of Each                        Maximum        Maximum         Amount
Class of            Amount           Offering       Aggregate       of
Securities to       to be            Price          Offering        Registration
be Registered       Registered       Per Unit**     Price***        Fee
--------------------------------------------------------------------------------
Common Stock
(without par        100,000 shares   $41.285        $4,128,500      $1,089.92
   value)
 (including
Preferred Stock
Purchase Rights)*1
--------------------------------------------------------------------------------
Deferred            $25,000,000      100%           $25,000,000     $6,600.00
Compensation
Obligations2
================================================================================
Total                                               $29,128,500     $7,689.92
--------------------------------------------------------------------------------

(*)Each share of Ball  Corporation  Common Stock includes a right ("Ball Right")
to purchase  Series A Junior  Participating  Preferred  Stock of Ball or,  under
certain circumstances,  Ball Common Stock, cash, property or other securities of
Ball.

(**)Estimated  solely for purposes of calculating the  registration fee pursuant
to Rule 457(c) and (h) under the Securities Act of 1933 (the  "Securities  Act")
based upon the average of the low (40.38) and high (42.19) reported sales prices
of the Registrant's Common Stock, without par value, as reported on the New York
Stock Exchange Composite Transactions Tape on December 21, 2000.

(***) The registration  fee has been calculated  pursuant to Section 6(b) of the
Securities Act.

--------
1 Includes Deferred Compensation Obligations (units) (accounted for in the price
of Ball Common Stock) which are unsecured obligations of Ball Corporation to pay
deferred compensation,  including Ball Corporation's matching contributions,  in
the form of Ball  Corporation  Common Stock in the future in accordance with the
terms of the Ball Corporation 2000 Deferred Compensation Company Stock Plan.

2 Includes Deferred Compensation Obligations accounted for in U.S. dollars which
are unsecured  obligations of Ball Corporation  to pay deferred  compensation in
the future in  accordance with the  terms of the Ball Corporation  2001 Deferred
Compensation Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

           Not required to be filed with this Registration Statement.

Item 2.    Registrant Information and Employee Plan Annual Information

           Not required to be filed with this Registration Statement.

Information  required by Part I to be contained in the Section 10(a)  prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act and the Introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

           Ball  Corporation  (the  "Registrant",  "Company"  or  "Corporation")
hereby incorporates the following documents herein by reference:

(a) The Annual Report on Form 10-K of the Registrant for the year ended December
31, 1999;

(b) All reports of the  Registrant  filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since December 31, 1998.

(c) The Company's  Notice of the 2000 Annual Meeting of  Shareholders  and Proxy
Statement  dated March 15, 2000 issued in connection  with the Annual Meeting of
Shareholders on April 26, 2000.

(d) The  description  of the Company's  Common Stock  contained in the Company's
Form 8-A Registration  Statement filed October 31, 1973, including any amendment
or report filed for the purpose of updating such description.

(e) The Rights Agreement dated as of July 24, 1996,  between the Company and The
First Chicago Trust Company of New York (filed by  incorporation by reference to
the Form 8-A Registration Statement,  No. 1-7349 dated August 1, 1996, and filed
August 2, 1996.

(f) All  documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act, 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,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing 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 other subsequently filed document which also is incorporated or deemed to
be incorporated by reference  herein modified or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

(1) The Securities  offered hereby are shares of Ball  Corporation  Common Stock
and Deferred  Compensation  Obligations under the Ball Corporation 2000 Deferred
Compensation  Company  Stock  Plan  ("2000  Plan")  which are being  offered  to
eligible employees and directors of the Company and its participating affiliated
corporations  under  the  2000  Plan.  The  Securities  offered  under  the Ball
Corporation  2001  Deferred  Compensation  Plan ("2001  Plan") are only Deferred
Compensation Obligations of Ball Corporation which are being offered to eligible
employees of the Company and its participating affiliated corporations under the
2001 Plan. The 2000 Plan and the 2001 Plan  collectively  are referred to as the
"Plans".  The Plans permit participants to defer cash incentive  compensation in
accordance  with the  terms of the  Plans.  The  amount  of  compensation  to be
deferred by each  participant  will be based on elections by each participant in
accordance  with the terms of the Plans.  The amounts of eligible cash incentive
compensation  deferred by  participants  under the Plans are  referred to as the
Deferred  Compensation  Obligations.  Pursuant  to the 2000 Plan,  the  Deferred
Compensation  Obligations  are  denominated  in U.S.  dollars  and cents and are
measured in units ("Units") under the 2000 Plan. Each Unit is equal to the value
of one share of the Company's  common stock  pursuant to the 2000 Plan. The 2000
Plan   provides  that  the  Company  will  match  the   participant's   deferred
compensation  up to twenty  percent (20%) per annum,  not to exceed  $20,000 per
annum per  participant.  With respect to dividends,  the Company will credit the
participant's  account with Units equal to the value of the  dividends,  if any,
based on the closing price of one share of the Company's common stock on the New
York Stock  Exchange  Composite  Listing on the date the dividends are paid. The
2000 Plan provides that the Deferred  Compensation  Obligations  pursuant to the
Plan, the Company's  twenty percent (20%) match,  up to a maximum of $20,000 per
annum and Units  credited  to  participants'  accounts  for  dividends,  if any,
credited  to each  participant's  account,  will be paid to the  participant  in
shares  of the  Company's  common  stock on the date or dates  selected  by each
participant in accordance with the terms of the Plan or such other date or dates
as specified in the Plan.

The  Company  will  use  treasury  shares  to  pay  the  Deferred   Compensation
Obligations under the Ball Corporation 2000 Deferred  Compensation Company Stock
Plan.  The  participants  will have no right to vote the shares until the shares
are issued to the participants.

(2) The Company is  continuing a  non-qualifying  grantor  trust (the  "Trust"),
commonly  known as a "Rabbi Trust" which will be used to pay benefits  under the
Plans and predecessor  deferred  compensation plans. The assets of the Trust are
subject to the claims of general  creditors  of the  Company.  As a result,  the
Deferred Compensation  Obligations will be unfunded and unsecured obligations of
the Company to pay deferred  compensation  in the future in accordance  with the
terms of the Plan, and will rank equally with other unsecured and unsubordinated
indebtedness to the Company, from time-to-time, outstanding.

Pursuant to the 2001 Plan, the Deferred Compensation Obligations are measured in
U.S.  dollars and cents equal to the value of various  investments that are made
by the participants under the 2001 Plan and which will be payable in the form of
U.S.  dollars  and cents on the date or dates  selected by each  participant  in
accordance  with  the  terms  of the  Plan or on such  other  date or  dates  as
specified in the Plan.

The amounts of cash incentive compensation deferred by a participant pursuant to
the 2001 Plan will be credited with investment  gains and losses by treating the
deferral as if it were  hypothetically  invested  in, or indexed to, one or more
investment  options  selected by the participant in accordance with the terms of
the 2001 Plan. The investment  options  include  various  investment  funds with
different  degrees of risk.  Participants  may allocate and  reallocate  amounts
among the  various  investment  options  periodically,  subject to the terms and
conditions  of the Plan and as  provided  by and  approved  by the  Compensation
Committee.  The 2001 Plan is an unfunded and unsecured obligation of the Company
to pay deferred  obligations  in the future in accordance  with the terms of the
plan.  Participants'  accounts  will be credited with the  investment  gains and
losses in accordance  with the  performance  of the  investment  funds that each
participant has selected under the 2001 Plan.

The Company  reserves  the right to amend the Plans at any time,  including  the
right to completely  terminate  the Plans and  distribute  the benefits  payable
under the Plans to the  participants  in the Plans. No amendment will reduce the
benefits credited to any participant's account as of the date of such amendment.

A participant's  rights,  or the rights of any other person to receive a payment
of Deferred  Compensation  Obligations under the 2000 Plan and the 2001 Plan may
not be sold, assigned,  transferred,  pledged, garnished, or encumbered, subject
to sequestration  for the payment of any debts,  judgments,  alimony or separate
maintenance  owed by a participant or any other person,  nor be  transferable by
operation  of  law  in the  event  of a  participant's  or  any  other  person's
bankruptcy or insolvency.

Item 5.    Interests of Named Experts and Counsel

               Robert   W.   McClelland,   Associate   General   Counsel,   Ball
               Corporation,  whose legal  opinion is attached  hereto as Exhibit
               5.1, is  eligible to  participate  in the Ball  Corporation  2000
               Deferred Compensation Company Stock Plan and the Ball Corporation
               2001 Deferred Compensation Plan.

Item 6.    Indemnification of Directors and Officers

               Section  23-1-37-8  of  the  Indiana  Business   Corporation  Law
               provides as follows:

               (a) A corporation  may indemnify an individual  made a party to a
               proceeding  because the  individual is or was a director  against
               liability incurred in the proceeding if:

               (1) The individual's conduct was in good faith; and

               (2) The  individual  believed:  (A) In the case of conduct in the
               individual's  official  capacity with the  corporation,  that the
               individual's  conduct was in its best  interests;  and (B) In all
               other  cases,  that the  individual's  conduct  was at least  not
               opposed to its best interests; and

               (3) In  the  case  of any  criminal  proceeding,  the  individual
               either: (A)  Had  reasonable  cause  to  believe the individual's
               conduct was lawful; or (B) Had no reasonable cause to believe the
               individual's conduct was unlawful.

               (b) A director's conduct with respect to an employee benefit plan
               for a  purpose  the  director  reasonably  believed  to be in the
               interests of the participants in and beneficiaries of the plan is
               conduct that satisfies the requirement of subsection (a)(2)(B).

               (c)  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 director did
               not meet the standard of conduct described in this section.

           Section  B of  Article  XII  of the  Company's  Amended  Articles  of
Incorporation provides as follows:

           Indemnification  of  directors,  officers and  employees  shall be as
follows:

           1.  The  Corporation  shall  indemnify  each  person  who is or was a
director,  officer or employee of the Corporation,  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  Corporation,  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  Corporation  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  Corporation or of such other  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 such person acted in good faith and in a manner he  reasonably  believed to
be in  the  best  interests  of  the  Corporation  or  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 no reasonable cause to
believe that his conduct was  unlawful.  Notwithstanding  the  foregoing,  there
shall be no indemnification (a) as to amounts paid or payable to the Corporation
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 Corporation for
an accounting of profits in fact made from the purchase or sale of securities of
the Corporation  within the meaning of Section 16(b) of the Securities  Exchange
Act of 1934 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 Indiana  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  Corporation,  but only if (a) the Board of
Directors,  acting by a quorum consisting of directors who are not parties 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 XII; or (b) outside legal counsel engaged by the Corporation (who may be
regular counsel of the Corporation) shall deliver to the corporation 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  Corporation,  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 XII.

           3. As used in this  Section B of Article  XII,  the term  "liability"
shall mean amounts paid in settlement or in  satisfaction  of judgments or fines
or penalties, and the term "expense" shall include, but shall not be limited to,
attorneys'  fees and  disbursements,  incurred  in  connection  with the  claim,
action,  suit or proceeding.  The Corporation 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
XII.

           4.  The  provisions  of  this  Section  B of  Article  XII  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.

           In addition,  the Company has purchased and maintains  insurance,  as
permitted  by Indiana  law,  on behalf of its  directors  and  officers  against
certain losses which may arise out of their employment and which are recoverable
under the indemnification  provisions of Ball Corporation's  Amended Articles of
Incorporation.

Item 7.    Exemption from Registration Claimed

           Not applicable.

Item 8.    Exhibits

3(i)       Amended  Articles of  Incorporation  of the  Registrant  (filed as an
           Exhibit to Registrant's Current Report on form 8-K dated November 30,
           1990, and incorporated herein by reference).

3(ii)      Bylaws of Registrant, as amended (filed as an Exhibit to Registrant's
           Annual  Report on Form 10-K dated March 30,  2000,  and  incorporated
           herein by reference).

4.1        Ball Corporation 2000 Deferred Compensation Company Stock Plan.

4.2        Ball Corporation 2001 Deferred Compensation Plan.

4.3        The Rights  Agreement dated as of July 24, 1996,  between the Company
           and  The  First   Chicago   Trust  Company  of  New  York  (filed  by
           incorporation  by reference to the Form 8-A  Registration  Statement,
           No. 1-7349 dated August 1, 1996, and filed August 2, 1996.

5.1        Opinion of Robert W. McClelland as to the legality of the securities
           being registered.

23.1       Consent of PricewaterhouseCoopers LLP.

23.2       Consent of Robert W. McClelland (included in the opinion filed as
           Exhibit 5.1).

24.1       Powers of Attorney

Undertakings

Item 9.    Undertakings

           (a)    The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made of the securities  registered  hereby, 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 this
                    Registration Statement;

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply to the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs if contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this 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.

           (b)  The  undersigned  Registrant  hereby  undertakes  that,  for the
purpose of determining  any liability  under the  Securities  Act of 1933,  each
filing of the  Registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and each filing of the annual report of the
plans pursuant to Section 15(d) of the Securities  Exchange Act of 1934) 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  of  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  Securities  and
Exchange  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  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  Exchange  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on this Form S-8 and has duly  caused this Form
S-8  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized  in the City of  Broomfield,  State of Colorado,  on
December 14, 2000.

                      BALL CORPORATION
                      (Registrant)

                      By:   /s/ George A. Sissel
                            ---------------------------------------------------
                            George A. Sissel, Chairman and
                            Chief Executive Officer
                            December 14, 2000

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

(1)    Principal Executive Officer:

       /s/ George A. Sissel                            Chairman and
       -----------------------------------------       Chief Executive Officer
       George A. Sissel                                December 14, 2000

(2)    Principal Financial Accounting Officer:

       /s/ Raymond J. Seabrook                         Senior Vice President and
       -----------------------------------------       Chief Financial Officer
       Raymond J. Seabrook                             December 14, 2000

(3)    A Majority of the Board of Directors:

       /s/ Frank A. Bracken                    *       Director
       -----------------------------------------       December 14, 2000
       Frank A. Bracken

       /s/ Howard M. Dean                      *       Director
       -----------------------------------------       December 14, 2000
       Howard M. Dean

       /s/ John T. Hackett                     *       Director
       -----------------------------------------       December 14, 2000
       John T. Hackett

       /s/ R. David Hoover                     *       Vice Chairman, President,
       -----------------------------------------       Chief Operating Officer
       R. David Hoover                                 and Director
                                                       December 14, 2000

       /s/ John F. Lehman                      *       Director
       -----------------------------------------       December 14, 2000
       John F. Lehman

       /s/ Ruel C. Mercure, Jr.                *       Director
       -----------------------------------------       December 14, 2000
       Ruel C. Mercure, Jr.

       /s/ Jan Nicholson                       *       Director
       -----------------------------------------       December 14, 2000
       Jan Nicholson

       /s/ George A. Sissel                    *       Chairman and Chief
       -----------------------------------------       Executive Officer and
       George A. Sissel                                Director
                                                       December 14, 2000

       /s/ William P. Stiritz                  *       Director
       -----------------------------------------       December 14, 2000
       William P. Stiritz

       /s/ Stuart A. Taylor II                 *       Director
       -----------------------------------------       December 14, 2000
       Stuart A. Taylor II

*  By  George A.  Sissel  as  Attorney-in-Fact  pursuant  to a Limited  Power of
   Attorney executed by the directors listed above,  which Power of Attorney has
   been filed with the Securities and Exchange Commission.

                             By:   /s/ George A. Sissel
                             ---------------------------------------------------
                             George A. Sissel, As Attorney-in-Fact
                             December 14, 2000
Exhibit
Number                              Description
--------------------------------------------------------------------------------

3(i)       Amended  Articles of  Incorporation  of the  Registrant  (filed as an
           Exhibit to Registrant's Current Report on form 8-K dated November 30,
           1990, and incorporated herein by reference).

3(ii)      Bylaws of Registrant, as amended (filed as an Exhibit to Registrant's
           Annual  Report on Form 10-K dated March 30,  2000,  and  incorporated
           herein by reference).

4.1        Ball Corporation 2000 Deferred Compensation Company Stock Plan.

4.2        Ball Corporation 2001 Deferred Compensation Plan.

4.3        The Rights  Agreement dated as of July 24, 1996,  between the Company
           and  The  First   Chicago   Trust  Company  of  New  York  (filed  by
           incorporation  by reference to the Form 8-A  Registration  Statement,
           No. 1-7349 dated August 1, 1996, and filed August 2, 1996.

5.1        Opinion of Robert W. McClelland as to the legality of the securities
           being registered.

23.1       Consent of PricewaterhouseCoopers LLP.

23.2       Consent of Robert W. McClelland (included in the opinion filed as
           Exhibit 5.1).

24.1       Powers of Attorney