As filed with the Securities and Exchange Commission on May 1, 1997
                                         Registration No.

================================================================================
The  Prospectus  forming a part of this  Registration  Statement  is a  combined
Prospectus  under  Rule 429 of the  General  Rules  and  Regulations  under  the
Securities  Act of 1993  and  relates  to  this  Registration  Statement  and to
Registration  Statement No. 33-21506 on Form S-8 relating to Ball  Corporation's
1980 Stock  Option and Stock  Appreciation  Rights  Plan,  1983 Stock Option and
Stock Appreciation  Rights Plan, 1988 Stock Option and Stock Appreciation Rights
Plan, the 1988  Restricted  Stock Plan and to  Registration  No. 33-61986 on S-8
relating to Ball Corporation's 1993 Stock Option Plan.
================================================================================

                              ---------------------
                       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.)

                345 South High Street, Muncie, Indiana 47305-2326
                    (Address of Principal Executive Offices)
                         -------------------------------

              1980 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN,
              1983 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN,
              1988 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN,
                           1988 RESTRICTED STOCK PLAN,
                             1993 STOCK OPTION PLAN
                                       and
                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                         -------------------------------
  CT Corporation System, One North Capitol Avenue, 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
Title of Each                                         Maximum       Amount
Class of                            Proposed Maximum  Aggregate       of
Securities to      Amount to be      Offering Price   Offering    Registration 
be Registered       Registered         Per Unit**     Price***        Fee
  
 Common Stock
(without par
   value)        3,000,000 shares      $26.5625      $79,687,500   $24,145.31
(including 
Preferred Stock
Purchase Rights)*

  (*)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  based upon the
     average of the high (26 7/8) and low (26 1/4) reported  sales prices of the
     Registrant's  Common Stock,  without par value, as reported on the New York
     Stock Exchange Composite Transactions Tape on April 29, 1997.
(***)The  registration  fee has been calculated  pursuant to Section 6(b) of the
     Securities  Act and is equal to  1/33rd  of 1 per  centum  of the  proposed
     maximum aggregate offering price.



<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 of 1933 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, 1996;

           (b)        All reports of the Registrant filed pursuant to Sections 
                      13(a) or 15(d) of the Exchange Act sinceDecember 31, 1996.

           (c)        The  Company's  notice  of  the  1997  Annual  Meeting  of
                      Shareholders  and Proxy  Statement  dated  March 17,  1997
                      issued  in   connection   with  the   Annual   Meeting  of
                      Shareholders on April 23, 1997.

           (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)        The Company's Reports on Form 8-K dated February 14, 1996;
                      July 16,  1996;  October  16,  1996;  November  15,  1996;
                      December 31, 1996; and March 20, 1997.

           (g)        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

           Not applicable.

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, has received
           options  pursuant to  the  stock option  plans  and  continues  to be
           eligible to receive options under these  various stock  option plans,
           including the 1997 Stock Incentive 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

4.1        1997 Stock Incentive Plan.

4.2        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).

4.3        Bylaws of Registrant, as amended (filed as an Exhibit to Registrant's
           Registration  Statement  on Form S-4 dated  February  19,  1993,  and
           incorporated herein by reference).

4.4        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.

24.1       Consent of Price Waterhouse.

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

25.1       Powers of Attorney



<PAGE>


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  (1)(i)  and  (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.


<PAGE>



                                   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 Muncie,  State of Indiana, on April 30,
1997.

                                   BALL CORPORATION
                                   (Registrant)
                                   By:  /S/ George A. Sissel
                                       ------------------------------------- 
                                       George A. Sissel, Chairman, President
                                       and Chief Executive Officer
                                       April 30, 1997

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, President and Chief
       George A. Sissel                             Executive Officer
                                                  April 30, 1997
(2)    Principal Financial Accounting Officer:

       /S/ R. David Hoover                        Executive Vice President, 
       R. David Hoover                              Chief Financial
                                                    Officer and Treasurer
                                                  April 30, 1997
(3)    A Majority of the Board of Directors:

       /S/ Frank A. Bracken  *                    Director
       Frank A. Bracken                           April 30, 1997

       /S/ Howard M. Dean    *                    Director
       Howard M. Dean                             April 30, 1997

       /S/ John T. Hackett   *                    Director
       John T. Hackett                            April 30, 1997

       /S/ R. David Hoover   *                    Executive Vice President, 
       R. David Hoover                              Chief Financial Officer
                                                    and Treasurer and Director
                                                  April 30, 1997

       /S/ John F. Lehman         *               Director
       John F. Lehman                             April 30, 1997

       /S/ George McFadden        *               Director
       George McFadden                            April 30, 1997

       /S/ Ruel C. Mercure, Jr.   *               Director
       Ruel C. Mercure, Jr.                       April 30, 1997

       /S/ Jan Nicholson          *               Director
       Jan Nicholson                              April 30, 1997

       /S/ George A. Sissel       *               Chairman, President and
       George A. Sissel                             Chief Executive Officer and
                                                    Director
                                                  April 30, 1997

       /S/ William P. Stiritz     *               Director
       William P. Stiritz                         April 30, 1997

* 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
                                        April 30, 1997


<PAGE>


Exhibit
Number     Description

4.1        1997 Stock Incentive Plan.

4.2        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).

4.3        Bylaws of Registrant, as amended (filed as an Exhibit to Registrant's
           Registration  Statement  on Form S-4 dated  February  19,  1993,  and
           incorporated herein by reference).

4.4        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.

24.1       Consent of Price Waterhouse.

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

25.1       Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 26494}]
{"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": "333-26361", "film-number": "97593848"}, "business-address": {"street1": "345 S HIGH ST", "street2": "P O BOX 2407", "city": "MUNCIE", "state": "IN", "zip": "47307", "phone": "3177476100"}, "mail-address": {"street1": "PO BOX 2407", "city": "MUNCIE", "state": "IN", "zip": "47307-0407"}, "former-company": {"former-conformed-name": "BALL BROTHERS CO", "date-changed": "19731115"}}
As filed with the Securities and Exchange Commission on May 1, 1997
                                         Registration No.

================================================================================
The  Prospectus  forming a part of this  Registration  Statement  is a  combined
Prospectus  under  Rule 429 of the  General  Rules  and  Regulations  under  the
Securities  Act of 1993  and  relates  to  this  Registration  Statement  and to
Registration  Statement No. 33-21506 on Form S-8 relating to Ball  Corporation's
1980 Stock  Option and Stock  Appreciation  Rights  Plan,  1983 Stock Option and
Stock Appreciation  Rights Plan, 1988 Stock Option and Stock Appreciation Rights
Plan, the 1988  Restricted  Stock Plan and to  Registration  No. 33-61986 on S-8
relating to Ball Corporation's 1993 Stock Option Plan.
================================================================================

                              ---------------------
                       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.)

                345 South High Street, Muncie, Indiana 47305-2326
                    (Address of Principal Executive Offices)
                         -------------------------------

              1980 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN,
              1983 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN,
              1988 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN,
                           1988 RESTRICTED STOCK PLAN,
                             1993 STOCK OPTION PLAN
                                       and
                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                         -------------------------------
  CT Corporation System, One North Capitol Avenue, 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
Title of Each                                         Maximum       Amount
Class of                            Proposed Maximum  Aggregate       of
Securities to      Amount to be      Offering Price   Offering    Registration 
be Registered       Registered         Per Unit**     Price***        Fee
  
 Common Stock
(without par
   value)        3,000,000 shares      $26.5625      $79,687,500   $24,145.31
(including 
Preferred Stock
Purchase Rights)*

  (*)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  based upon the
     average of the high (26 7/8) and low (26 1/4) reported  sales prices of the
     Registrant's  Common Stock,  without par value, as reported on the New York
     Stock Exchange Composite Transactions Tape on April 29, 1997.
(***)The  registration  fee has been calculated  pursuant to Section 6(b) of the
     Securities  Act and is equal to  1/33rd  of 1 per  centum  of the  proposed
     maximum aggregate offering price.
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 of 1933 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, 1996;

           (b)        All reports of the Registrant filed pursuant to Sections 
                      13(a) or 15(d) of the Exchange Act sinceDecember 31, 1996.

           (c)        The  Company's  notice  of  the  1997  Annual  Meeting  of
                      Shareholders  and Proxy  Statement  dated  March 17,  1997
                      issued  in   connection   with  the   Annual   Meeting  of
                      Shareholders on April 23, 1997.

           (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)        The Company's Reports on Form 8-K dated February 14, 1996;
                      July 16,  1996;  October  16,  1996;  November  15,  1996;
                      December 31, 1996; and March 20, 1997.

           (g)        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

           Not applicable.

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, has received
           options  pursuant to  the  stock option  plans  and  continues  to be
           eligible to receive options under these  various stock  option plans,
           including the 1997 Stock Incentive 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

4.1        1997 Stock Incentive Plan.

4.2        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).

4.3        Bylaws of Registrant, as amended (filed as an Exhibit to Registrant's
           Registration  Statement  on Form S-4 dated  February  19,  1993,  and
           incorporated herein by reference).

4.4        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.

24.1       Consent of Price Waterhouse.

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

25.1       Powers of Attorney
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  (1)(i)  and  (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 Muncie,  State of Indiana, on April 30,
1997.

                                   BALL CORPORATION
                                   (Registrant)
                                   By:  /S/ George A. Sissel
                                       ------------------------------------- 
                                       George A. Sissel, Chairman, President
                                       and Chief Executive Officer
                                       April 30, 1997

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, President and Chief
       George A. Sissel                             Executive Officer
                                                  April 30, 1997
(2)    Principal Financial Accounting Officer:

       /S/ R. David Hoover                        Executive Vice President, 
       R. David Hoover                              Chief Financial
                                                    Officer and Treasurer
                                                  April 30, 1997
(3)    A Majority of the Board of Directors:

       /S/ Frank A. Bracken  *                    Director
       Frank A. Bracken                           April 30, 1997

       /S/ Howard M. Dean    *                    Director
       Howard M. Dean                             April 30, 1997

       /S/ John T. Hackett   *                    Director
       John T. Hackett                            April 30, 1997

       /S/ R. David Hoover   *                    Executive Vice President, 
       R. David Hoover                              Chief Financial Officer
                                                    and Treasurer and Director
                                                  April 30, 1997

       /S/ John F. Lehman         *               Director
       John F. Lehman                             April 30, 1997

       /S/ George McFadden        *               Director
       George McFadden                            April 30, 1997

       /S/ Ruel C. Mercure, Jr.   *               Director
       Ruel C. Mercure, Jr.                       April 30, 1997

       /S/ Jan Nicholson          *               Director
       Jan Nicholson                              April 30, 1997

       /S/ George A. Sissel       *               Chairman, President and
       George A. Sissel                             Chief Executive Officer and
                                                    Director
                                                  April 30, 1997

       /S/ William P. Stiritz     *               Director
       William P. Stiritz                         April 30, 1997

* 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
                                        April 30, 1997
Exhibit
Number     Description

4.1        1997 Stock Incentive Plan.

4.2        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).

4.3        Bylaws of Registrant, as amended (filed as an Exhibit to Registrant's
           Registration  Statement  on Form S-4 dated  February  19,  1993,  and
           incorporated herein by reference).

4.4        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.

24.1       Consent of Price Waterhouse.

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

25.1       Powers of Attorney