UNITED STATES OF AMERICA
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


             [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT
                     OF 1934 For the quarterly period ended
                               September 29, 1996


                          Commission file number 1-7349

                                BALL CORPORATION

                           State of Indiana 35-0160610

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


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

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

               Class                             Outstanding at October 27, 1996
         Common Stock,
           without par value                             30,515,573 shares



                        Ball Corporation and Subsidiaries
                          QUARTERLY REPORT ON FORM 10-Q
                     For the period ended September 29, 1996


                                      INDEX



                                                                                        Page Number
                                                                                    ---------------------
                                                                                 

PART I.         FINANCIAL INFORMATION:

Item 1.         Financial Statements

                Unaudited Condensed Consolidated Statement of
                     Income (Loss) for the three and nine month periods ended
                   September 29, 1996 and October 1, 1995                                    3

                Unaudited Condensed Consolidated Balance Sheet at September 29,
                   1996 and December 31, 1995                                                4

                Unaudited Condensed Consolidated Statement of Cash Flows for
                   the nine month periods ended September 29, 1996 and 
                   October 1, 1995                                                           5

                Notes to Unaudited Condensed Consolidated Financial Statements
                                                                                             6

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

PART II.        OTHER INFORMATION                                                           11




PART I.   FINANCIAL INFORMATION
Item 1.        Financial Statements


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


                                                             Three months ended                   Nine months ended
                                                      ---------------------------------    ---------------------------------
                                                       September 29,       October 1,       September 29,       October 1,
                                                            1996              1995               1996              1995
                                                                                                    
                                                      -----------------    ------------    -----------------    ------------

   Net sales                                          $    622.2           $    760.7      $   1,684.3          $   2,121.5
                                                      -----------------    ------------    -----------------    ------------

   Costs and expenses
     Cost of sales                                         566.7                690.9          1,539.1              1,911.2
     General and administrative expenses                    17.0                 23.1             57.3                 69.8
     Selling and product development expenses                5.1                  5.4             12.7                 18.7
     Net loss on dispositions of businesses                 --                  113.3             --                  109.5
     Interest expense                                       10.5                 10.2             30.3                 30.5
                                                      -----------------    ------------    -----------------    ------------
                                                           599.3                842.9          1,639.4              2,139.7
                                                      -----------------    ------------    -----------------    ------------

   Income (loss) before taxes on income, minority
     interests and equity in earnings of affiliates         22.9                (82.2)            44.9                (18.2)

   Provision for income tax (expense) benefit               (3.7)                24.2            (11.8)                 0.1
   Minority interests                                       (0.3)                (1.6)            (0.1)                (4.2)
   Equity in earnings of affiliates                          1.2                  2.3              4.4                  3.2
                                                      -----------------    ------------    -----------------    ------------


   Net income (loss)                                        20.1                (57.3)            37.4                (19.1)

   Preferred dividends, net of tax benefit                  (0.7)                (0.7)            (2.2)                (2.3)
                                                      -----------------    ------------    -----------------    ------------

   Earnings (loss) attributable to common
     shareholders                                     $     19.4           $    (58.0)     $      35.2          $     (21.4)
                                                      =================    ============    =================    ============

   Earnings (loss) per share of common stock          $     0.64           $    (1.93)     $      1.16          $     (0.71)
                                                      =================    ============    =================    ============

   Fully diluted earnings (loss) per share            $     0.60           $    (1.93)     $      1.11          $     (0.71)
                                                      =================    ============    =================    ============

   Cash dividends declared per common share           $     0.15           $     0.15      $      0.45          $      0.45
                                                      =================    ============    =================    ============



See accompanying notes to unaudited condensed consolidated financial statements.



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




                                                                              September 29,          December 31,
                                                                                  1996                  1995
                                                                             ----------------       ----------------
                                                                                              

ASSETS
Current assets
   Cash and temporary investments                                            $         10.8         $         5.1
   Accounts receivable, net                                                           386.4                 200.0
   Inventories, net
     Raw materials and supplies                                                        91.2                  82.8
     Work in process and finished goods                                               196.7                 235.7
   Deferred income tax benefits and prepaid expenses                                   80.4                  69.1
                                                                             ------------------     ------------------
     Total current assets                                                             765.5                 592.7
                                                                             ------------------     ------------------

Property, plant and equipment, at cost                                              1,267.5               1,146.8
Accumulated depreciation                                                             (551.7)               (518.2)
                                                                             ------------------     ------------------
                                                                                      715.8                 628.6
                                                                             ------------------     ------------------

Investment in affiliates                                                              269.1                 262.8
Goodwill and other assets                                                             153.5                 128.4
                                                                             ------------------     ------------------

                                                                             $      1,903.9         $     1,612.5
                                                                             ==================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
   Short-term debt and current portion of long-term debt                     $        292.8         $       155.0
   Accounts payable                                                                   250.9                 195.3
   Salaries, wages and other current liabilities                                      125.8                 147.2
                                                                             ------------------     ------------------
     Total current liabilities                                                        669.5                 497.5
                                                                             ------------------     ------------------

Noncurrent liabilities
   Long-term debt                                                                     427.8                 320.4
   Employee benefit obligations, deferred income taxes and other                      182.1                 205.9
                                                                             ------------------     ------------------
     Total noncurrent liabilities                                                     609.9                 526.3
                                                                             ------------------     ------------------

Contingencies
Minority interests                                                                      7.3                   6.0
                                                                             ------------------     ------------------

Shareholders' equity
   Series B ESOP Convertible Preferred Stock                                           62.4                  65.6
   Unearned compensation - ESOP                                                       (47.3)                (50.4)
                                                                             ------------------     ------------------
     Preferred shareholder's equity                                                    15.1                  15.2
                                                                             ------------------     ------------------

   Common stock (issued  32,807,794 shares - 1996;
      32,172,768 shares - 1995)                                                       313.9                 293.8
   Retained earnings                                                                  357.8                 336.4
   Treasury stock, at cost (2,197,145 shares - 1996;
      2,058,173 shares - 1995)                                                        (69.6)                (62.7)
                                                                             ------------------     ------------------
     Common shareholders' equity                                                      602.1                 567.5
                                                                             ------------------     ------------------

                                                                             $      1,903.9         $     1,612.5
                                                                             ==================     ==================


See accompanying notes to unaudited condensed consolidated financial statements.



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



                                                                                      Nine months ended
                                                                             -------------------------------------
                                                                              September 29,         October 1,
                                                                                  1996                 1995
                                                                             ----------------     ----------------
                                                                                            


Cash flows from operating activities
   Net income (loss)                                                             $   37.4             $  (19.1)
   Reconciliation of net income (loss) to net cash provided by operating
     activities:
     Net loss on dispositions, restructuring and other                               --                  109.5
     Depreciation and amortization                                                   63.7                 92.3
     Deferred taxes on income                                                        14.4                (14.9)
     Other, net                                                                     (20.4)               (28.6)
     Changes in working capital components                                          (91.8)              (101.1)
                                                                             ----------------     ----------------
       Net cash provided by operating activities                                      3.3                 38.1
                                                                             ----------------     ----------------

Cash flows from financing activities
   Net change in long-term debt                                                     124.0                (54.9)
   Net change in short-term debt                                                    124.1                (17.5)
   Common and preferred dividends                                                   (16.1)               (16.0)
   Net proceeds from issuance of common stock under various employee and
     shareholder plans                                                               20.0                 25.7
   Acquisitions of treasury stock                                                    (6.8)               (19.0)
   Other, net                                                                       (30.3)                (1.2)
                                                                             ----------------     ----------------
       Net cash provided by (used in) financing activities                          214.9                (82.9)
                                                                             ----------------     ----------------

Cash flows from investing activities
   Additions to property, plant and equipment                                      (144.5)              (126.5)
   Net cash related to the dispositions of businesses                               (14.6)               332.0
   Investments in and advances to affiliates and foreign joint ventures             (39.4)              (218.1)
   Net cash flows from company owned life insurance                                  (8.5)                85.0
   Other, net                                                                        (5.5)                 3.5
                                                                             ----------------     ----------------
       Net cash (used in) provided by investing activities                         (212.5)                75.9
                                                                             ----------------     ----------------

Net increase in cash                                                                  5.7                 31.1
Cash and temporary investments:
   Beginning of period                                                                5.1                 10.4
                                                                             ================     ================
   End of period                                                                 $   10.8             $   41.5
                                                                             ================     ================


See accompanying notes to unaudited condensed consolidated financial statements.



Ball Corporation and Subsidiaries
September 29, 1996

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  General.

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

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
reported  amounts of revenues and expenses during the reporting  period.  Future
events could affect these estimates.

2.  Reclassifications.

Certain  prior year  amounts  have been  reclassified  to conform  with the 1996
presentation.

3.  Ball-Foster.

Effective  October 1, 1996,  the company sold its remaining 42 percent  indirect
interest  in  Ball-Foster   Glass   Container  Co.,  L.L.C.   (Ball-Foster),   a
manufacturer of glass  containers,  to a wholly owned subsidiary of Saint-Gobain
Corporation  for  approximately  $190  million in cash.  The company  expects to
report a fourth  quarter gain from the sale of this  investment.  The  unaudited
financial   results  of  the  company's  then  significant   equity   affiliate,
Ball-Foster follow:



                                                                  Three months ended          Nine months ended
(dollars in millions)                                             September 29, 1996         September 29, 1996
                                                                 --------------------       --------------------
                                                                                      

Net sales                                                           $     365.6             $      1,082.7
Cost of sales                                                             296.4                      981.4
Net income (loss) reported by Ball-Foster                                   9.5                      (16.5)
Net income (loss) attributable to Ball Corporation                  $       4.0             $         (6.9)
                                                                    ===========             ==============

Net income (loss) after taxes included in equity earnings of
affiliates                                                          $       2.0             $         (4.3)
After-tax impact of reserves released                                        --                        7.0
                                                                    -----------             --------------
Net income after taxes attributable to Ball's investment in
  Ball-Foster included in equity earnings of affiliates             $       2.0             $          2.7
                                                                    ===========             ==============


The year-to-date net loss reported by Ball-Foster includes a provision for costs
associated  with the  closure of two glass  manufacturing  facilities  that were
previously  owned by Ball and amortization of moulds  previously  capitalized by
the  Foster-Forbes  glass business.  Ball's share of Ball-Foster's  net loss was
more than offset by the after-tax  benefits from the release of certain reserves
during the second  quarter,  provided by Ball in connection with the sale of the
glass business to Ball-Foster in 1995, and that Ball has since determined are no
longer required.



4. Subsequent Event.

On November 8,1996,  the company  announced that it has signed an agreement with
Lam Soon (Hong Kong) Limited to acquire Lam Soon's controlling  interest in M.C.
Packaging (Hong Kong) Limited for  approximately  $73 million.  The acquisition,
which  will be made  through  the  company's  Hong  Kong-based  subsidiary,  FTB
Packaging  Limited,  is expected to close by early in 1997, subject to receiving
certain approvals.

M.C.  Packaging produces two-piece aluminum beverage cans as well as three-piece
steel beverage and general  purpose cans and plastic  packaging  products.  M.C.
Packaging has 14 manufacturing sites, one in Hong Kong and 13 through affiliates
in the People's  Republic of China,  with a 19 percent  market share of beverage
cans in the PRC and a 50 percent  beverage can market share in Hong Kong.  Sales
in 1995  were  $195  million.  FTB  currently  operates  seven  plants in China,
primarily producing beverage cans and ends, with a 30 percent market share.

Along with the  acquisition of the  controlling  interest in M.C.  Packaging,  a
general  offer  will  be made  to  acquire  outstanding  public  shares  of M.C.
Packaging.  If all public shares are tendered,  Ball would ultimately  expect to
own, directly and indirectly, approximately 74 percent of M.C. Packaging.

5.  Shareholders' Equity.

Issued and outstanding  shares of the Series B ESOP Convertible  Preferred Stock
were  1,699,900 shares at  September 29, 1996,  and 1,786,852 shares at December
31, 1995.

6.  Contingencies.

In the ordinary course of business,  the company is subject to various risks and
uncertainties  due, in part, to the highly  competitive nature of the industries
in which the company participates,  its operations in developing markets outside
the U.S.,  volatile costs of commodity  materials used in the manufacture of its
products,  and changing  capital markets.  Where possible and  practicable,  the
company attempts to minimize these risks and uncertainties.

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



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

RESULTS OF OPERATIONS

Consolidated net sales and operating earnings for the third quarter of 1996 were
$622.2 million and $36.1 million, respectively, compared to $760.7 million and a
loss of $70.5  million  for the third  quarter of 1995,  respectively.  The 1995
third quarter loss includes a $113.3  million  charge related to the sale of the
glass business to Ball-Foster, as more fully described below. Excluding the 1995
glass  operating  results  and the  impact  of the sale of the  glass  business,
comparable 1996 third quarter  operating  earnings were  marginally  higher than
1995.  For the first nine months of 1996,  consolidated  net sales and operating
earnings  were $1.7 billion and $81.0  million,  respectively,  compared to $2.1
billion  and  $17.8  million,  respectively,  for the 1995  nine  month  period.
Excluding  the 1995  operating  results and net loss from  businesses  disposed,
comparable  consolidated  operating earnings for the year-to-date period of 1996
declined  19.1  percent  from the same  period  of 1995.  This  decline  in 1996
operating  earnings was primarily  attributable  to lower  earnings in the metal
beverage  container  business and continued  startup losses within the company's
new PET plastic container business.

Consolidated  interest  expense was $10.5  million in the third  quarter of 1996
compared to $10.2 million in the 1995 third quarter.  Higher interest expense in
the 1996 third quarter  reflects higher average debt levels  partially offset by
lower rates on  interest-sensitive  borrowings.  For the  year-to-date  periods,
interest  expense  was  $30.3  million  and  $30.5  million  for 1996 and  1995,
respectively.  For the nine month periods, interest expense was lower in 1996, a
result  of  lower   first   quarter   1996   borrowings   and  lower   rates  on
interest-sensitive borrowings.

The U.S. Internal Revenue Service (IRS) concurred with the company's position on
certain  tax matters in  connection  with a routine  examination  of its federal
income tax return. As a result, the company recognized in net income,  through a
reduction of the provision for taxes on income, a refund from the IRS.  Further,
as a result of recently  enacted changes in the tax law related to company owned
life insurance,  the company is required to exclude from  deductible  expenses a
portion of interest  incurred in connection  with this program,  retroactive  to
January 1, 1996.  As a result,  the  provision for taxes on income was increased
during  the  third  quarter.  The net  effect of these  tax  adjustments  was an
increase  in 1996  third  quarter  net income of $4.3  million,  or 14 cents per
share.

Equity in earnings of affiliates was $1.2 million and $2.3 million for the third
quarters of 1996 and 1995,  respectively.  For the nine month periods, equity in
earnings of  affiliates  was $4.4  million  and $3.2  million for 1996 and 1995,
respectively.  Included in the 1996 third quarter and nine month results was the
effect of the company's 42 percent share of Ball-Foster's  operating earnings of
$2.0 million and $2.7 million, after taxes, respectively.  The nine month period
of 1996  reflects  a second  quarter  operating  loss  reported  by  Ball-Foster
essentially  offset by after-tax  benefits from the release of certain reserves,
provided  by  Ball  in  connection  with  the  sale  of the  glass  business  to
Ball-Foster in 1995, and that Ball has since  determined are no longer required.
In addition,  the company  recorded its share of losses  reported by  EarthWatch
Inc., a development  stage company.  The impact of EarthWatch on the quarter and
year-to-date  periods  of 1996  was a loss of  $0.6  million  and a loss of $2.2
million,  respectively.  The  losses in the  comparable  1995  periods  were not
significant.  Internationally,  consolidated third quarter operating earnings of
FTB Packaging Limited, the company's Hong Kong-based subsidiary, were marginally
ahead of the comparable  1995 period.  Lower results from  international  equity
affiliates  in the 1996 third quarter  largely  reflect  pre-operating  costs in
connection with expansion into Brazil and Thailand. For the nine months of 1996,
results  from  those  affiliates  exceeded  that  period  in 1995,  despite  the
unfavorable impact from expansion  activity.  The company's new plants in Brazil
and Thailand are scheduled for startup in early 1997.

Net income and  earnings  per  common  share for the third  quarter of 1996 were
$20.1  million and 64 cents per share,  compared to a loss of $57.3  million and
$1.93 per share in the third  quarter of 1995.  For the nine  months of 1996 and
1995, net income was $37.4 million,  or $1.16 per share, and a net loss of $19.1
million, or 71 cents per share,  respectively.  Excluding the impact of the 1995
dispositions  of businesses,  comparable 1996  year-to-date  net income declined
33.5 percent due primarily to lower operating results as discussed above.

Business Segments

Packaging

Packaging net sales for the third quarter and year-to-date  periods of 1996 were
22.6 percent and 25.2 percent lower, respectively,  than prior year's net sales.
Excluding  the  operating  results  of the  glass  container  business  in 1995,
comparable  packaging  net sales for the third quarter and nine month periods of
1996  exceeded  1995  amounts  by 2.0  percent  and 5.3  percent,  respectively,
reflecting  increased sales in the metal food container  business and first year
sales  from  the  company's  new PET  plastic  container  business,  which  were
partially offset by lower metal beverage container sales.  Operating results for
the packaging  segment,  excluding the consolidated 1995 glass container results
recorded prior to the 1995  disposition  and the impact of the sale of the glass
business,  were 1.1 percent  and 30.1  percent  lower for the third  quarter and
year-to-date  period of 1996,  respectively.  The  marginal  decline in the 1996
third  quarter  reflects  lower metal  beverage  container  earnings and startup
losses of the PET plastic  container  business  largely  offset by improved 1996
metal food container operating earnings . The nine month period of 1996 reflects
lower results in the metal beverage container business, as well as the impact of
startup losses in the PET plastic  container  business and a $2.7 million pretax
charge for a  reduction  in  packaging  administrative  staff,  all of which was
partially offset by higher metal food container earnings .

Within the packaging segment,  North American metal beverage container shipments
of cans and ends have increased by 4 percent and 7 percent for the third quarter
and nine month periods of 1996, respectively, compared to prior year. The impact
of increased shipping volume on net sales has been substantially offset by lower
selling prices,  due to the effect of lower market prices for aluminum sheet and
competitive  pricing.  Lower  operating  earnings  in the North  American  metal
beverage   container   business  were  a  result  of  lower  metal  pricing  and
manufacturing inefficiencies caused by the conversion of production capabilities
to smaller  diameter  ends and lower  gauge  aluminum.  Sales of metal  beverage
containers in China by the company's Hong  Kong-based  subsidiary  increased for
the 1996 third quarter and year-to-date periods versus 1995, though year-to-date
operating  earnings  were  lower due to metal  cost  increases  and  competitive
pricing.

Sales in the North American metal food container business increased in excess of
6 percent for the third quarter and nine month periods of 1996 compared to 1995,
with third quarter operating  earnings that more than doubled those of the prior
year period.  Operating earnings for the year-to-date  period were approximately
80 percent  higher  compared to the prior year period.  A 9 percent  increase in
food container  shipments for the year and improved  manufacturing  efficiencies
contributed to the improved results.  Subsequent to the 1996 third quarter,  the
company sold its aerosol can manufacturing business.
The effect of this disposition has not yet been quantified.

The  company's  PET  plastic  container  facilities  in  Chino,  California  and
Baldwinsville,  New York began shipping containers in the first quarter of 1996,
and a third plant in Reading,  Pennsylvania became operational in June. A fourth
manufacturing  plant in Ames,  Iowa was announced in late May,  with  production
scheduled to begin in early 1997. On November 4, 1996, the company  entered into
a definitive  agreement to acquire  certain  assets of  Brunswick  Container,  a
company which manufactures PET plastic bottles, for approximately $30 million.

Aerospace and Technologies

Net sales for the aerospace and  technologies  segment for the third quarter and
nine month  periods of 1996 were 21.0 percent and 15.8  percent  higher than the
prior year.  Segment operating  earnings for the third quarter of 1996 were 54.5
percent  higher than the same quarter of 1995,  and the 1996 nine month  results
were  marginally  higher than those of the prior year,  which  included an $11.8
million  gain on the sale of the Efratom  business in March 1995 and a charge of
$8.0 million for additional costs related to the  discontinuance  of the imaging
products  business.  Excluding  the effects of the Efratom and imaging  products
businesses  from 1995 results,  sales and operating  earnings for the nine month
period of 1996 were 20.6 percent and 21.7 percent higher, respectively, than the
nine month  period of 1995.  The  increased  sales and  earnings  are  primarily
attributable  to a significant,  classified  multi-year  contract into which the
company entered in late 1995. Contract backlog was $373 million at September 29,
1996, compared to $420 million and $369 million at December 31, 1995 and October
1, 1995, respectively.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating  activities  was $3.3 million for the nine months
of 1996 compared to $38.1  million for the same period of 1995.  The decrease in
cash provided by operations  is primarily due to lower  operating  earnings from
packaging  operations.  Capital  spending  for the first nine  months of 1996 of
$144.5  million was  primarily  for  construction  of the PET plastic  container
facilities, the completion of lightweighting projects in North American beverage
packaging   facilities,   and  construction  of  international  metal  packaging
facilities.  Total  capital  spending for 1996 is  anticipated  to be under $200
million. In addition,  the company provided $39.4 million for investments in and
advances to equity affiliates in the first nine months of 1996 largely in Brazil
and Thailand.  The company's  investment in  Ball-Foster  largely  comprised the
$218.1 million reported as the change in cash attributable to investments in and
advances to equity affiliates in 1995.

Working  capital  (excluding  cash and  current  debt)  was  $378.0  million  at
September 29, 1996 compared to $245.1 million at December 31, 1995. The increase
of $132.9 million largely related to higher accounts  receivable  resulting from
the effect of normal seasonal working capital requirements primarily in the food
business.  The working  capital  ratio (total  current  assets  divided by total
current  liabilities) was 1.14 at the 1996 third quarter end versus 1.19 at year
end 1995.

Total debt at September 29, 1996 was $720.6  million  compared to $475.4 million
at December 31, 1995. The increase of $245.2 million was used to fund operations
including   seasonal   working  capital   requirements,   capital  spending  and
investments in affiliates.  Debt-to-total  capitalization at the end of the 1996
third  quarter  increased  to 53.6  percent  from 44.7 percent at year end 1995,
reflecting the higher level of debt.

In January 1996, the company  completed a private  placement of long-term senior
notes  totaling $150 million.  At September 29, 1996,  the company had committed
revolving  credit  facilities of $280 million with various banks consisting of a
$150  million,  five-year  facility  and 364-day  facilities  amounting  to $130
million. The company also had $356 million in uncommitted credit facilities from
various  banks,  of which $105 million was  outstanding,  and a Canadian  dollar
commercial paper facility of approximately $88 million, of which $66 million was
outstanding.  The company's  Hong  Kong-based  metal  packaging  subsidiary  had
uncommitted  credit facilities of approximately $79 million of which $45 million
was outstanding.  Under the company's receivable sale agreement, a net amount of
$66.5 million of domestic  packaging  trade  receivables  have been sold without
recourse at September  29, 1996,  which are reflected as a reduction in accounts
receivable.  Fees in  connection  with this  program,  included  in general  and
administrative  expenses,  were $2.7 million and $3.3 million for the nine month
periods of 1996 and 1995, respectively.



PART II.  OTHER INFORMATION

Item 1.  Legal proceedings

There were no events required to be reported under Item 1 for the quarter ending
September 29, 1996.

Item 2.  Changes in securities

There were no events required to be reported under Item 2 for the quarter ending
September 29, 1996.

Item 3.  Defaults upon senior securities

There were no events required to be reported under Item 3 for the quarter ending
September 29, 1996.

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

There were no events required to be reported under Item 4 for the quarter ending
September 29, 1996.

Item 5.  Other information

On November 8,1996,  the company  announced that it has signed an agreement with
Lam Soon (Hong Kong) Limited to acquire Lam Soon's controlling  interest in M.C.
Packaging (Hong Kong) Limited for  approximately  $73 million.  The acquisition,
which  will be made  through  the  company's  Hong  Kong-based  subsidiary,  FTB
Packaging  Limited,  is expected to close by early in 1997, subject to receiving
certain approvals.

Item 6.  Exhibits and reports on Form 8-K

(a)  Exhibits

       10.1    Ball Corporation  Long-Term Cash Incentive Plan dated October 25,
               1994, as amended October 23, 1996.

       11.1    Statement Re: Computation of Earnings per Share

       27.1    Financial Data Schedule for the  Nine Months Ending September 29,
               1996

       99.1    Cautionary statement for purposes of the "safe harbor" provisions
               of the Private  Securities Litigation Reform Act of 1995

       99.2    Press release  announcing  an  agreement dated  November 8, 1996,
               between  Ball Corporation and  Lam Soon  (Hong Kong)  Limited  to
               acquire Lam Soon's  controlling interest in  M.C. Packaging (Hong
               Kong)Limited.

(b)  Reports on Form 8-K

     A  Current Report on Form 8-K,  dated July 16, 1996,  identifying important
     factors that could cause the company's actual  results to differ materially
     from those projected in  forward-looking statements of the company made by,
     or  on  behalf  of the  company,  in  connection  with  the  "safe  harbor"
     provisions of the Private  Securities  Litigation Reform Act of 1995, filed
     July 16, 1996.

     A  Current  Report on  Form  8-K,  dated  October 16, 1996,  announcing the
     disposition  of the company's 42 percent indirect interest  in  Ball-Foster
     Glass Container Co., L.L.C. effective October 1, 1996.


                                    SIGNATURE


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

Ball Corporation
(Registrant)


By:        /s/  R. David Hoover
         R. David Hoover
         Executive Vice President,
           Chief Financial Officer
           and Treasurer

Date:          November 13, 1996



                        Ball Corporation and Subsidiaries
                          QUARTERLY REPORT ON FORM 10-Q
                               September 29, 1996


                                  EXHIBIT INDEX



                                Description                                      Exhibit
                                                                              --------------
                                                                           

Ball Corporation Long-Term Cash Incentive Plan, dated October 25, 1994, as
   amended October 23, 1996.                                                     EX-10.1

Statement Re: Computation of Earnings (Loss) per Share                           EX-11.1

Financial Data Schedule for the Nine Months Ending September 29, 1996            EX-27.1

Cautionary statement for purposes of the "safe harbor" provisions
   of the Private Securities Litigation Reform Act of 1995.                      EX-99.1

Press release announcing an agreement dated November 8,1996, between Ball
   Corporation and Lam Soon (Hong Kong) Limited to acquire Lam Soon's
   controlling interest in M.C. Packaging (Hong Kong) Limited                    EX-99.2