UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


               XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended March 28, 1999 

                                       OR

              ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to _________


                              Alltrista Corporation

         Indiana                  0-21052                   35-1828377
  State of Incorporation    Commission File Number    IRS Identification Number

                5875 Castle Creek Parkway, North Drive, Suite 440
                        Indianapolis, Indiana 46250-4330

       Registrant's telephone number, including area code: (317) 577-5000
   --------------------------------------------------------------------------


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 April 25, 1999
    -------------------------------           -----------------------------
    Common Stock, without par value                 6,718,133 shares



                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                          Quarterly Report on Form 10-Q
                       For the period ended March 28, 1999



                                      INDEX



                                                                    Page Number

 PART I.     FINANCIAL INFORMATION:


 Item 1.     Financial Statements

             Unaudited Condensed Consolidated Statements of Income
                for the three month periods ended
                March 28, 1999 and March 29, 1998                       3

             Unaudited Condensed Consolidated Balance Sheets at
                March 28, 1999 and December 31, 1998                    4

             Unaudited Condensed Consolidated Statements of Cash        
                Flows for the three month periods ended
                March 28, 1999 and March 29, 1998                       5

              Unaudited Statement of Comprehensive Income for the        
                   three month periods ended March 28, 1999 and
                   March 29, 1998                                       5
 
              Notes to Unaudited Condensed Consolidated Financial
                Statements                                              6

 Item 2.     Management's Discussion and Analysis of Financial
                Condition and Results of Operations                   9 - 11


PART II.     OTHER INFORMATION                                          12

                                       2


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements




                     ALLTRISTA CORPORATION AND SUBSIDIARIES
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     (in thousands except per share amounts)


                                                         Three month period ended
                                                         ------------------------
                                                         March 28,      March 29,
                                                           1999           1998 
                                                         --------       --------
                                                                  
Net sales                                                $ 51,634       $ 43,126
                                                         --------       --------
Costs and expenses
  Cost of sales                                            39,341         32,973
  Selling, general and administrative expenses              8,556          7,193
                                                         --------       --------
Operating earnings                                          3,737          2,960
Interest expense, net                                        (568)          (401)
                                                         --------       --------
Income from continuing operations before taxes              3,169          2,559
Provision for income taxes                                 (1,206)          (972)
                                                         --------       --------
Income from continuing operations                           1,963          1,587
Discontinued operations:
  Gain from discontinued operations                            -              69
  Net gain on disposal of discontinued operations             136             -
                                                         --------       --------
Net income                                               $  2,099       $  1,656
                                                         ========       ========
Basic earnings per share:
  Income from continuing operations                      $    .29       $    .22
  Discontinued operations                                     .02            .01
                                                         --------       --------
  Net income                                             $    .31       $    .23
                                                         ========       ========
Diluted earnings per share:
  Income from continuing operations                      $    .29       $    .21
  Discontinued operations                                     .02            .01
                                                         --------       --------
  Net income                                             $    .31       $    .22
                                                         ========       ========
Weighted average shares outstanding:
  Basic                                                     6,749          7,360
  Diluted                                                   6,844          7,500


See accompanying notes to unaudited condensed consolidated financial statements.

                                       3




                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                             (thousands of dollars)


                                                        March 28,     December 31,
                                                          1999           1999 
                                                        ---------     ------------
                                                                 
ASSETS                                                                                        

Current assets
  Cash and cash equivalents                             $   2,264      $  21,454
  Accounts receivable, net                                 31,329         20,907
  Inventories
    Raw materials and supplies                              7,352          8,589
    Work in process and finished goods                     45,980         29,692
  Deferred taxes on income                                  4,512          4,512
  Prepaid expenses                                          1,857          1,414
                                                        ---------      ---------
      Total current assets                                 93,294         86,568
                                                        ---------      ---------
Property, plant and equipment, at cost                    151,067        152,706
Accumulated depreciation                                 (103,565)      (105,850)
                                                        ---------      ---------
                                                           47,502         46,856
Goodwill, net                                              24,199         24,548
Other assets                                                8,291          7,859
                                                        ---------      ---------
Total assets                                            $ 173,286      $ 165,831
                                                        =========      =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Current portion of long-term debt                     $   4,286      $   4,286
  Notes payable                                             2,900             -
  Accounts payable                                         25,281         20,579
  Other current liabilities                                13,018         14,780
                                                        ---------      ---------
    Total current liabilities                              45,485         39,645
                                                        ---------      ---------
Noncurrent liabilities
  Long-term debt                                           21,429         21,429
  Other noncurrent liabilities                              9,920          9,864
                                                        ---------      ---------
    Total noncurrent liabilities                           31,349         31,293
                                                        ---------      ---------

Contingencies

Shareholders' equity:
  Common stock (7,967,966 common shares issued and
        6,737,254 shares outstanding at March 29, 1998)    40,446         40,494
  Retained earnings                                        86,138         84,039
  Accumulated other comprehensive income - cumulative            
        translation adjustment                               (509)          (619)
                                                        ---------      ---------
                                                          126,075        123,914
                                                                                              
  Less treasury stock (1,230,712 shares, at cost)         (29,623)       (29,021)
                                                        ---------      ---------
     Total shareholders' equity                            96,452         94,893
                                                        ---------      ---------
Total liabilities and shareholders' equity              $ 173,286      $ 165,831
                                                        =========      =========


See accompanying notes to unaudited condensed consolidated financial statements.

                                       4




                     ALLTRISTA CORPORATION AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (thousands of dollars)


                                                          Three month period ended
                                                          ------------------------
                                                           March 28,    March 29,
                                                             1999         1998 
                                                          ----------    ----------
                                                                  
Cash flows from operating activities
  Net income                                               $  2,099     $  1,656
  Reconciliation of net income to net cash used in
   operating activities:
    Depreciation and amortization                             2,634        2,564
    Other                                                        18           87
    Changes in working capital components                   (22,745)     (16,502)
                                                           --------     --------
       Net cash used in operating activities                (17,994)     (12,195)
                                                           --------     --------
Cash flows from financing activities
  Proceeds from revolving credit borrowings                   2,900        2,788
  Proceeds from issuance of common stock                        258          262
  Purchase of treasury stock                                   (910)     (4,229)
                                                           --------     --------
      Net cash provided by (used in) financing activities     2,248       (1,179)
                                                           --------     --------
Cash flows from investing activities
  Proceeds from sale of property, plant and equipment           866           13
  Additions to property, plant and equipment                 (4,226)      (1,830)
  Proceeds from divestitures of businesses and product lines    362           -
  Investment in insurance contracts                            (274)        (685)
  Other                                                        (172)         (35)
                                                           --------     --------
      Net cash used in investing activities                  (3,444)      (2,537)
                                                           --------     --------
Net decrease in cash                                        (19,190)     (15,911)
Cash and cash equivalents, beginning of period               21,454       26,641
                                                           --------     --------
Cash and cash equivalents, end of period                   $  2,264     $ 10,730
                                                           ========     ========



                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                  UNAUDITED STATEMENTS OF COMPREHENSIVE INCOME
                             (thousands of dollars)

                                                          Three month period ended
                                                          ------------------------
                                                           March 28,    March 29,
                                                             1999         1998 
                                                          ----------    ----------
                                                                  
Net income                                                 $  2,099     $  1,656
Foreign currency translation                                    110           48
                                                           --------     --------
Comprehensive income                                       $  2,209     $  1,704
                                                           ========     ========


See accompanying notes to unaudited condensed consolidated financial statements.

                                       5


                     ALLTRISTA CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  Presentation of Condensed Consolidated Financial Statements
 
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. In the
opinion of management,  the accompanying  condensed financial statements include
all adjustments necessary for a fair presentation of the results for the interim
periods  presented.  Results  of  operations  for  the  periods  shown  are  not
necessarily  indicative  of results for the year,  particularly  in view of some
seasonality for the home food preservation  products. The accompanying unaudited
condensed   financial   statements  should  be  read  in  conjunction  with  the
Consolidated Financial Statements and Notes to Consolidated Financial Statements
of Alltrista  Corporation  and  Subsidiaries  included in the  Company's  latest
annual report.

2.  EPS Calculation

Basic  earnings  per share are  computed by dividing  net income by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share are calculated based on the weighted average number of outstanding  common
shares plus the dilutive effect of stock options as if they were exercised.
    
A computation of earnings per share is as follows (in thousands except per share
data):




                                                         Three month period ended
                                                         ------------------------
                                                          March 28,     March 29,
                                                            1999           1998
                                                         ----------     --------- 
                                                                  
Income from continuing operations                        $  1,963       $  1,587
Discontinued operations                                       136             69
                                                         --------       --------
Net income                                               $  2,099       $  1,656
                                                         ========       ========

Weighted average shares outstanding                         6,749          7,360
Additional shares assuming conversion of stock options         95            140
                                                         --------       --------
Weighted average shares outstanding assuming conversion     6,844          7,500
                                                         ========       ========

Basic earnings per share
    Income from continuing operations                    $    .29       $    .22
    Discontinued operations                                   .02            .01
                                                         --------       --------
    Net income                                           $    .31       $    .23
                                                         ========       ========

Diluted earnings per share - assuming conversion
    Income from continuing operations                    $    .29       $    .21
    Discontinued operations                                   .02            .01
                                                         --------       --------
    Net income                                           $    .31       $    .22
                                                         ========       ========


 
3.  Segment Information

The Company is organized into two distinct segments: metal and plastic products.
The metal products  segment includes sales of zinc and consumer  products.  This
segment  provides cast zinc strip and fabricated  zinc products,  primarily zinc
battery  cans  and  coinage.  This  segment  also  markets  a line of home  food
preservation products including home canning jars, jar closures and related food
products,  which are distributed  through a wide variety of retail outlets.  The
plastic  products  segment  produces  injection  molded plastic products used in
medical,  pharmaceutical and consumer products,  industrial thermoformed plastic
parts  for  appliances,  manufactured  housing  and  recreational  vehicles  and
multi-layer  plastic sheet and formed  containers  used in food  packaging.

                                       6


                     ALLTRISTA CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Net sales,  operating  earnings and assets employed in operations by segment are
summarized as follows (thousands of dollars):



                                                        Three month period ended
                                                       --------------------------
                                                        March 28,       March 29,
                                                          1999            1998
                                                       ----------      ---------- 
                                                                 
Net Sales:
Metal products
  Consumer products                                    $  12,380       $   7,175
  Zinc products                                           13,572          10,984
                                                       ---------       ---------
        Total metal products                              25,952          18,159
Plastic products:  
  Industrial thermoformed parts                            9,264           9,169
  Injection molded products                                9,044           8,553
  Plastic packaging                                        7,727           7,245
                                                       ---------       ---------
        Total plastic products                            26,035          24,967
Intercompany                                                (353)             -
                                                       ---------       ---------
        Total net sales                                $  51,634       $  43,126
                                                       =========       =========
Operating earnings:
Metal products                                         $   1,799       $   1,170
Plastic products                                           2,495           2,163
Intercompany                                                 (56)             -
Unallocated corporate expenses                              (501)           (373)
                                                       ---------       ---------
        Total operating earnings                           3,737           2,960
Interest expense, net                                       (568)           (401)
                                                       ---------       ---------
        Income from continuing operations before taxes $   3,169       $   2,559
                                                       =========       =========

                                                        March 28,     December 31,
                                                          1999           1998
                                                       ----------     ------------
Assets employed in operations:
Metal products                                         $ 101,558       $  76,249
Plastic products                                          55,697          55,171
                                                       ---------       ---------
       Total assets employed in operations               157,255         131,420
Corporate (1)                                             16,031          34,411
                                                       ---------       ---------
       Total assets                                    $ 173,286       $ 165,831
                                                       =========       =========
<FN>
(1)  Corporate  assets  primarily  include  cash and cash  equivalents,  amounts
relating to benefit  plans,  deferred tax assets and  corporate  facilities  and
equipment.
</FN>

 
4.   Contingencies

The Company is subject to and  involved in claims  arising out of the conduct of
its business  including those relating to product  liability,  environmental and
safety and  health  matters.  The  Company's  information  at this time does not
indicate that the resolution of the aforementioned  claims will have a material,
adverse effect upon financial  condition,  results of operations,  cash flows or
competitive position of the Company.

                                       7

                     ALLTRISTA CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.   Subsequent Events

On April 25, 1999,  the Company  acquired  the net assets of Triangle  Plastics,
Inc. and its TriEnda subsidiary ("Triangle Plastics") for $148.0 million in cash
plus  acquisition  costs.  The transaction  will be accounted for as a purchase.
Triangle Plastics  manufactures  heavy gauge industrial  thermoformed  parts for
original equipment manufacturers in a variety of industries, including the heavy
trucking, agricultural,  portable toilet, recreational and construction markets.
TriEnda   produces   plastic   thermoformed   products  for  material   handling
applications.  Triangle  Plastics employs  approximately  1,100 people and has a
technical  center  and five  production  facilities  located in  Florida,  Iowa,
Tennessee and  Wisconsin.  Triangle  Plastics had net sales of $114.1 million in
1998.

The Company  financed the  acquisition  with a new $250 million credit  facility
consisting of a six year $150 million term loan and a revolving  credit facility
whereby the Company can borrow up to $100 million  through March 31, 2005,  when
all borrowings  mature.  The term loan requires  quarterly payments of principal
escalating from an annual aggregate amount of $15.0 million in the first year to
$30.0 million in the fifth and sixth year.  Interest on the  borrowings is based
upon fixed  increments  over the adjusted London  Interbank  Offered Rate or the
agent bank's  alternate  borrowing rate as defined in the agreement.  As part of
the transaction,  the Company paid off existing debt and incurred a $1.6 million
prepayment charge.

On May 4, 1999,  the Company  entered  into a  definitive  agreement to sell its
plastic packaging product line, which includes  coextrude  high-barrier  plastic
sheet and containers for the food packaging industry, for $30.0 million in cash,
subject to a net working capital adjustment. Proceeds from the sale will be used
for debt  repayment.  The transaction is expected to close no later than the end
of May or early June 1999. The sales agreement is subject to a number of closing
conditions. The Company had 1998 plastic packaging sales of $28.1 million.

                                       8


Item 2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

Results of Continuing Operations

The Company reported net sales of $51.6 million for the first quarter of 1999 an
increase  of 19.7%  from  sales of $43.1  million  for the same  period of 1998.
Operating  earnings of $3.7 for the quarter increased 26.3% from $3.0 million in
the first quarter of 1998. Both the metal and plastic products segments reported
increased sales and operating earnings.

Net sales within the metal products segment  increased from $18.2 million in the
first quarter of 1998 to $26.0 million in 1999. The  introduction  of the Golden
Harvest  housewares  product line added $3.6 million in consumer  product sales.
Increased  sales volume for home canning  products and specialty  glassware also
attributed  to the increase in sales.  The Company  anticipates  the  housewares
product line to contribute approximately $12.0 million in sales for the year. In
April 1999,  the Company began selling home canning  products in Hungary.  It is
still too early to determine the  acceptance  of the Company's  products in this
test  market.  Sales of  copper-plated  zinc  coins to both the U.S Mint and the
Royal Canadian Mint increased over 1998 adding $3.4 million in sales compared to
the previous  year. A reduction in zinc battery can and  industrial  strip sales
offset,  in part,  the  increase in coinage  sales.  Although  profits  were not
impacted,  reported  sales  were  also  $0.4  million  lower as a result of a 4%
decrease in zinc ingot prices. Based upon recent discussions with the U.S. Mint,
the Company  anticipates  demand for coinage to be higher for the  remainder  of
1999.

Net sales within the plastic  products  segment  increased from $25.0 million in
the first  quarter of 1998 to $26.0  million in 1999 with sales of both  plastic
packaging and injection molded products  increasing by $0.5 million.  Demand for
the  Company's  retort  and  rollstock  packaging  products  increased  and  the
Company's growth strategy for injection molding,  launched in 1997, continues to
foster sales growth. Sales of industrial thermoformed parts were essentially the
same as the previous period.  Increased sales of refrigerator  parts were offset
by lower  sales of bath and  other  products  to the  manufactured  housing  and
recreational vehicle industries.

Gross margin  percentages  increased slightly from 23.5% in the first quarter of
1998 to 23.8% in the first quarter of 1999.  The increase in coinage and plastic
packaging  sales  volume  as well as  reduced  scrap  in the  plastic  packaging
operation attributed to the margin improvement.

Selling,  general and administrative  expenses increased 18.9% from $7.2 million
in the first  quarter  of 1998 to $8.6  million  in the first  quarter  of 1999.
Warehousing  costs for the new  housewares  product  line and  staff  additions,
training costs and other expenses in the consumer products operations  accounted
for substantially all of the increase.

Interest expense,  net in the first quarter of 1999 was $0.6 million compared to
$0.4  million  for the same period  last year.  The  increase in net expense was
primarily  due to less  interest  earned on lower  short-term  investments.  The
Company's  effective tax rate increased slightly from 38.0% in the first quarter
of 1998 to 38.1% in the first quarter of 1999.

Income from  continuing  operations  of $2.0 million  increased  23.7% from $1.6
million in the first quarter of 1998. Diluted earnings per share from continuing
operations  was $0.29,  a 38.1%  increase  from the $0.21  reported in the first
quarter of 1998.  Diluted  weighted  average shares  outstanding  decreased from
7,500,000  in the first  quarter of 1998 to 6,844,000 in 1999 due to the Company
purchasing  its  common  stock in the  open  market.  The  reduction  in  shares
outstanding added $0.03 to diluted earnings per share.

                                       9


Financial Condition, Liquidity and Capital Resources

Working  capital  (excluding  the current  portion of  long-term  debt and notes
payable)  increased  $3.8 million from $51.2  million at year-end  1998 to $55.0
million at March 28, 1999. Accounts receivable increased $10.4 million on strong
sales across most product lines.  Inventory and accounts payable increased $15.1
million and $4.7  million,  respectively,  primarily  due to the addition of the
housewares  product  line and the  customary  seasonal  home  canning  activity.
Short-term  borrowings  increased $2.9 million to fund seasonal  working capital
requirements.

Capital  expenditures were $4.2 million in the first quarter of 1999 compared to
$1.8  million  in for the  same  period  in  1998  and are  largely  related  to
maintaining facilities and improving manufacturing  efficiencies.  First quarter
1998 investments included new injection molding machines,  upgrading an existing
plating line and an  investment in a new high  precision  slitting line for zinc
products  and   improvements   made  to  consumer  product  assembly  lines  and
information systems.

In January 1999, the Company  exited its plastic plant in Arecibo,  Puerto Rico.
The plant was shut down on schedule with costs in line with the amount  reserved
in 1998.  Taking  into  account  the  cash  proceeds  from  the sale of  certain
equipment,  tax benefits and costs paid, the Company  expects the transaction to
provide approximately $1.3 million in cash.

On March 23, 1999, the Company's  board of directors  approved the repurchase of
up to 500,000  shares of the  Company's  common  stock.  Although the Company is
undertaking an aggressive growth strategy,  Company management  believes a share
repurchase  program is a good use of funds at current price levels.  In addition
to this  program,  the  Company has a policy to  annually  repurchase  shares to
offset the dilutive effect of shares issued under employee benefit plans.

On April 25, 1999,  the Company  acquired  the net assets of Triangle  Plastics,
Inc. and its TriEnda subsidiary ("Triangle Plastics") for $148.0 million in cash
plus  acquisition  costs.  The transaction  will be accounted for as a purchase.
Triangle Plastics  manufactures  heavy gauge industrial  thermoformed  parts for
original equipment manufacturers in a variety of industries, including the heavy
trucking, agricultural,  portable toilet, recreational and construction markets.
TriEnda   produces   plastic   thermoformed   products  for  material   handling
applications.  Triangle  Plastics employs  approximately  1,100 people and has a
technical  center  and five  production  facilities  located in  Florida,  Iowa,
Tennessee and  Wisconsin.  Triangle  Plastics had net sales of $114.1 million in
1998.

The Company  financed the  acquisition  with a new $250 million credit  facility
consisting of a six year $150 million term loan and a revolving  credit facility
whereby the Company can borrow up to $100 million  through March 31, 2005,  when
all borrowings  mature.  The term loan requires  quarterly payments of principal
escalating from an annual aggregate amount of $15.0 million in the first year to
$30.0 million in the fifth and sixth year.  Interest on the  borrowings is based
upon fixed  increments  over the adjusted London  Interbank  Offered Rate or the
agent bank's  alternate  borrowing rate as defined in the agreement.  As part of
the transaction,  the Company paid off existing debt and incurred a $1.6 million
prepayment charge. The Company believes that existing funds, cash generated from
operations and the new debt facility are adequate to satisfy its working capital
and capital  expenditure  requirements for the foreseeable  future.  However the
Company may raise  additional  capital  from time to time to take  advantage  of
favorable  conditions in the capital markets or in connection with the Company's
corporate development activities.

On May 4, 1999,  the Company  entered  into a  definitive  agreement to sell its
plastic packaging product line, which includes  coextrude  high-barrier  plastic
sheet and containers for the food packaging industry, for $30.0 million in cash,
subject to a net working capital adjustment. Proceeds from the sale will be used
for debt  repayment.  The transaction is expected to close no later than the end
of May or early June 1999. The sales agreement is subject to a number of closing
conditions. The Company had 1998 plastic packaging sales of $28.1 million.

The Company is subject to and  involved in claims  arising out of the conduct of
its business  including those relating to product  liability,  environmental and
safety and  health  matters.  The  Company's  information  at this time does not
indicate that the resolution of these claims will have a material adverse effect
upon  financial  condition,  results  of  operations,  capital  expenditures  or
competitive position of the Company.

                                       10


The  Company  continues  to assess its  exposure to  potential  Year 2000 issues
within its businesses.  The assessment  includes  information  technology  (IT),
non-information  technology (non-IT), and customer and vendor readiness.  Non-IT
systems  include  computer-controlled  devices with embedded  technology such as
microcontrollers.  Phases within the process  include  assessment,  remediation,
testing and implementation. With respect to each of the divisions, the Company's
assessment  phase  for  both IT and  non-IT  has  been  completed.  Through  the
assessment   process,   the  Company  has  identified   certain   financial  and
manufacturing  systems  that are not Year 2000  ready.  The Company has plans to
replace or upgrade these systems with remediation, testing and implementation to
be  completed  no  later  than  October  1999.  The  largest  undertaking  is an
enterprise-wide   system   implementation  in  the  Company's  consumer  product
operation.  As a contingency plan to the new enterprise-wide  system,  steps are
being taken to modify the existing code for the current manufacturing, inventory
and  financial  systems.  The  failure  of the  Company to  properly  assess and
remediate  Year 2000  problems and test or implement  solutions  could result in
disruptions of normal business  operations.  Such failures could have a material
adverse effect upon the financial condition,  results of operations,  cash flows
or competitive position of the Company.

The Company has incurred less than $300,000 in costs to date directly associated
with the  remediation of its own systems.  Management  believes future Year 2000
assessment and remediation costs will be less than $300,000. The Company intends
to fund any necessary Year 2000 assessment and  remediation  costs from internal
financial  resources.  These  costs  do not  include  the cost of  upgrading  or
replacing systems for other business reasons.  Such measures usually provide the
additional benefit of making the systems Year 2000 compliant.

The  assessment of customers and suppliers for Year 2000  readiness  ranges from
50% to 100%  complete  across the  Company's  businesses  as of April 1999.  The
assessment of third parties is scheduled to be complete no later than June 1999.
The assessments  include third party electronic  interfaces.  Several  suppliers
have not yet responded to the Company's inquiries.  Follow-up  correspondence is
being  conducted.  Other suppliers have disclosed  varying degrees of compliance
issues but indicate they have plans and procedures in place to become compliant.
In all cases,  alternate  supply  sources exist and are available  should any of
these  suppliers not be Year 2000 ready.  The Company  currently is not aware of
any significant customer or supplier with a Year 2000 issue that will materially
impact the Company's financial condition,  results of operations,  cash flows or
competitive  position.  However,  the  Company  has no  means of  ensuring  that
customers or suppliers will be Year 2000 ready.  The inability of other entities
to be prepared could have a material adverse effect on the Company.

While the Company has not fully  completed  its  assessment  process,  it is not
expected  that  Year 2000  issues  will have a  material  adverse  effect on the
Company.  However, it is possible that, for example,  disruptions in the economy
generally or interruptions in the Company's  manufacturing  processes because of
Year 2000 problems could adversely  affect the Company's  results of operations,
liquidity and financial condition.

This Quarterly Report on Form 10-Q includes certain "forward-looking statements"
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Those statements include, but may not be
limited   to,   discussions   regarding   expectations   of  future   sales  and
profitability,  anticipated  demand for the Company's  products and expectations
regarding operating and other expenses.  Reliance on forward-looking  statements
involves  risks  and  uncertainties.  Although  the  Company  believes  that the
assumptions upon which the forward-looking statements contained herein are based
are reasonable,  any of those assumptions  could prove to be inaccurate.  As the
result, the forward-looking  statements based on those assumptions could also be
incorrect. Please see the Company's Report on Form 8-K, dated June 10, 1997, for
a list of factors  which  could  cause the  Company's  actual  results to differ
materially from those projected in the Company's forward-looking statements.

                                       11


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

a. Exhibits

        3.1       Form of Bylaws of Alltrista Corporation
        4.1       Form of Rights Agreement Dated March 22, 1993 and as Amended
                     and Restated as of May 7, 1999
        27        Financial Data Schedule [EDGAR filing only]

b. Reports on Form 8-K

The Company announced it had entered into a definitive  agreement to acquire the
assets of Triangle Plastics, Inc. and of its subsidiary,  TriEnda Corporation in
a Form 8-K (Commission File Number 0-21052) dated March 16, 1999.


 


                                    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.
 
                                                        Alltrista Corporation
                                                      -------------------------
                                                             (Registrant)
 
 
 
Date:  May 11, 1999                               By: /s/ Kevin D. Bower
       -------------                                  -------------------------
                                                      Kevin D. Bower
                                                      Senior Vice President and
                                                      Chief Financial Officer

                                       12



                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                          QUARTERLY REPORT ON FORM 10-Q
                                 March 28, 1999

                                  EXHIBIT INDEX


Exhibit  Description                                               Page
- -------  -----------------------------------------            --------------
3.1      Form of Bylaws of Alltrista Corporation                    14
4.1      Form of Rights Agreement Dated as of March 22, 1993
             and as Amended and Restated as of May 7, 1999          23
27       Financial Data Schedule                            [EDGAR filing only]

                                       13