BY-LAWS
                                       OF
                           ALLTRISTA NEWCO CORPORATION

                                    ARTICLE I

                                 IDENTIFICATION

Section 1. Name. The name of the corporation shall be Alltrista Newco
Corporation, (hereinafter referred to as the "Corporation").

Section 2. Seal. The Board of Directors may designate that the Corporation may
have a corporate seal which shall be as follows: A circular disc, on the outer
margin of which shall appear the corporate name and state of incorporation, with
the words "Corporate Seal" through the center, so mounted that it may be used to
impress these words in raised letters upon paper. The Secretary shall be in the
possession of the corporate seal.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be determined
by the Board of Directors; provided, however, the first fiscal year must be at
the end of a calendar month for a period not in excess of twelve (12) months
from the time the Corporation commenced its business, or if a proper election is
made with the Internal Revenue Service, the fiscal year may vary from fifty-two
(52) to fifty-three (53) weeks if such period always ends on the same day of the
week and is either the last such day in a calendar month or the closest such day
to the last such day of a calendar month.

                                   ARTICLE II

                                     SHARES

Section 1. Consideration for Shares. The Board of Directors shall cause the
Corporation to issue the shares of the Corporation for such consideration as has
been fixed by such Board in accordance with the provisions of the Articles of
Incorporation.

Section 2. Payment for Shares. Subject to the provisions of the Articles of
Incorporation, the board of directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the Corporation, including cash, promissory notes, services performed, contracts
for services to be performed, or other securities of the Corporation. Shares may
be issued for promissory notes or promises to render services in the future,
provided that the Corporation must report in writing to the shareholders the
number of shares authorized to be so issued with or before the notice of the
next shareholders' meeting. The Corporation may (but is not required to) place
in escrow shares issued for a contract for future services or benefits or a
promissory note, or make other arrangements to restrict the transfer of the
shares, and may (but is not required to) credit distributions in respect of the
shares against their purchase price, until the services are performed, the note
is paid, or the benefits received. If the services are not performed, the note
is not paid, or the benefits are not received, the shares escrowed or restricted
and the distributions credited may be cancelled in whole or in part. When
payment for which a share was authorized to be issued shall have been received
by the Corporation, such share shall be declared and taken to be fully paid and
nonassessable. The determination of the board of directors as to the
consideration to be received or received for shares is conclusive insofar as the
adequacy of consideration for the issuance of shares relates to whether the
shares are validly issued, fully paid and nonassessable.

Section 3. Certificates for Shares. The Corporation shall issue to each
shareholder a certificate signed by the President or the Vice-President and by
the Secretary of the Corporation certifying the number of shares owned by him in
the Corporation. Where such certificate is also signed by a transfer agent or
registrar, the signatures of the President or Vice President and of the
Secretary may be facsimiles. The certificate shall state the name of the
Corporation and that it is organized under Indiana law, the name of the
registered holder, the number of shares represented thereby and the class of
shares and the designation of the series, if any, the certificate represents,
the par value of each share or a statement that such shares have no par value,





and whether such shares have been fully paid up, the certificate shall be
legibly stamped to indicate the per centum which has been paid up, and as
further payments are made thereon the certificate shall be stamped accordingly.

If the Corporation is authorized to issue different classes of shares or
different series within a class, the designations, relative rights, preferences,
and limitations applicable to each class and the variations in rights,
preferences, and limitations determined for each series (and the authority of
the board of directors to determine variations for future series) must be
summarized on the front or back of each certificate.

Alternatively, each certificate may state conspicuously on its front or back
that the Corporation will furnish the shareholder this information on request in
writing and without charge.

Section 4. Form of Certificates. The share certificates to represent the shares
of this Corporation shall be in such form, not inconsistent with the laws of the
State of Indiana, as may be adopted by the Board of Directors.

Section 5. Transfer of Shares. Title to a certificate and to the shares
represented thereby can be transferred only:

(a) By delivery of the certificate endorsed either in blank or to a specified
person by the person appearing by the certificate to be the owner of the shares
represented thereby; or

(b) By delivery of the certificate and a separate document containing a written
assignment of the certificate or a power of attorney to sell, assign or transfer
the same or the shares represented thereby, signed by the person appearing by
the certificate to be the owner of the shares represented thereby. Such
assignment or power of attorney may be either in blank or to a specified person.

Section 6. Closing of Transfer Books. The transfer books shall be closed for a
period of ten days prior to the date set for any meeting of shareholders, and
during such period no new certificates for shares shall be issued by this
Corporation and no change or transfer shall be made upon the records thereof.

Section 7. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive-right of a person registered on its books as the owner
of such shares to receive dividends, to vote as such owner, to hold liable for
calls and assessments, and to treat as owner in all other respects, and shall
not be bound to recognize any equitable or other claims to or interest in such
share or shares on the part of any other person, whether or not it shall have
actual or constructive notice thereof, except as otherwise provided by the law
of Indiana.

Section 8. Lost, Stolen, or Destroyed Certificates. The Corporation may cause a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen, or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate of share to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Corporation
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum and in such form as it may direct to indemnify it against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen, or destroyed. The Corporation, in its discretion, may
authorize the issuance of such new certificates without any bond when, in its
judgment, it is proper to do so.

                                   ARTICLE III

                             MEETING OF SHAREHOLDERS

Section 1. Place of Meeting. All meetings of shareholders shall be held within
this state and at the principal office of the Corporation, or at such location
as determined by the Board of Directors unless otherwise provided in the
Articles of Incorporation.





Section 2. Annual Meeting. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting may be held at any time within six (6) months
after the close of each fiscal year of the Corporation.

Section 3. Failure to Hold Meeting. Failure to hold the annual meeting shall not
work a forfeiture or dissolution of the Corporation. The failure to hold the
annual meeting at the time stated in Article III, Section 2 does not affect the
validity of any Corporate action taken at such meeting.

Section 4. Special Meetings. Special meetings of the shareholders may be called
by the President, by the Board of Directors or by shareholders holding at least
one-fourth (1/4) of all the shares outstanding and entitled by the Articles of
Incorporation to vote on the business proposed to be transacted thereat, if such
shareholders sign, date, and deliver to the Corporation's Secretary one (1) or
more written demands for the meeting describing the purpose or purposes for
which it is to be held. The record date for determining shareholders to demand a
special meeting is the date the first shareholder signs the demand. Only
business within the purpose or purposes described in the meeting notice may be
conducted at the special shareholders' meeting.

Section 5. Notice of Meetings. A written or printed notice, stating the place,
date and time of the meeting, and in case of a special meeting the purpose or
purposes for which the meeting is called, shall be delivered or mailed by the
Secretary, to each holder of the shares of the Corporation at the time entitled
to vote, at such address as appears upon the records of the Corporation, at
least ten (10) days and no more than sixty (60) days before the date of the
meeting. The record date for meetings shall be established by the Board of
Directors not more than seventy (70) days prior to the meeting. Notice of any
such meeting may be waived in writing by any shareholder, before or after the
date and time stated in the notice, if the notice is delivered to the
Corporation for inclusion in the minutes or filing with the corporate records.

A shareholder's attendance at a meeting:

(a) waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting; and

(b) waives objection to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.

Section 6. Teleconference. Any or all shareholders may participate in any
meeting of the shareholders by means of a conference telephone or similar
communications equipment by which all persons participating in the meeting can
communicate with each other. Participation by these means constitutes presence
in person at the meeting.

Section 7. Consent of Action Taken at Meetings. Any action which may be taken at
a meeting of the shareholders may be taken without a meeting if, prior to such
action, one or more written consents, setting forth the action to be taken, is
[are] signed by all of the shareholders entitled to vote with respect to the
subject matter thereof, and such written consent[s] are delivered to the
Corporation for inclusion in the minutes or filing with the corporate records.
The record date for determining shareholders entitled to take action without a
meeting is the date the first shareholder signs the consent. A consent has the
same effect as a meeting vote and may be described as such in any document.

Section 8. Voting by Shareholders.

(a) Except as provided in subsections (b) and (c) or unless the Articles of
Incorporation provide otherwise, each outstanding share, regardless of class, is
entitled to one (1) vote on each matter voted on at a shareholder's meeting.
Only shares are entitled to vote.





(b) Absent special circumstances, the shares of the Corporation are not entitled
to vote if they are owned, directly or indirectly, by a second corporation,
domestic or foreign, and the Corporation owns, directly or indirectly, a
majority of the shares entitled to vote for directors of the second corporation.

(c) Subsection (b) does not limit the power of the Corporation to vote any
shares, including its own shares, held by it in or for an employee benefit plan
or in any other fiduciary capacity.

(d) Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

Section 9. Proxies.

(a) A shareholder may vote the shareholder's shares in person or by proxy.

(b) A shareholder may appoint a proxy to vote or otherwise act for the
shareholder by signing an appointment form, either personally or by the
shareholder's attorney-in-fact.

(c) An appointment of a proxy is effective when received by the secretary or
other officer or agent authorized to tabulate votes. An appointment is valid for
eleven (11) months unless a longer period is expressly provided in the
appointment form.

Section 10.  Quorum.

(a) Unless otherwise provided by the Articles of Incorporation, at any meeting
of shareholders, a majority of the votes entitled to be cast on the matter by
the voting group constitutes a quorum of that voting group for action on the
matter.

(b) A "voting group" means all shares of one (1) or more classes or series that
under the Articles of Incorporation are entitled to vote and be counted together
collectively on a matter at a meeting of shareholders. All shares entitled by
the Articles of Incorporation to vote generally on the matter are for that
purpose a single voting group.

(c) Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

Section 11. Organization. The President, and in his absence any officer
authorized, and in their absence, any shareholder chosen by the shareholders
present, shall call meetings of the shareholders to order and shall act as
chairman of such meetings, and the Secretary of the Corporation shall act as
secretary of all meetings of the shareholders. In the absence of the Secretary,
the presiding officer may appoint a shareholder to act as secretary of the
meeting.

Section 12. Required Vote. When a quorum is present at any meeting, action on a
matter (other than the election of directors) by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation, the By-laws or the
provisions of the Indiana Business Corporation Law, as from time to time
amended, require a greater number of affirmative votes. Directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.

Section 13. Nominations for Directors. Nominations for the election of Directors
may be made by the Board of Directors or by any shareholder entitled to vote for
the election of Directors. Nominations by such shareholders must be made by
notice, in writing, delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Corporation, which notice must be
received not less than ten (10) days prior to any meeting of the shareholders
called for the election of Directors. The Chairman of the meeting at which
Directors are being elected may, if the facts warrant, determine and declare to
the meeting





that a nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

Section 1. Board of Directors. The property and business of the corporation
shall be managed by a Board of Directors. In accordance with the Articles of
Incorporation, the Board of Directors shall consist of not less than one (1),
nor more than ten (10) members. The exact number of Directors is hereby fixed at
three (3).

Section 2. Duties. The corporate power of this corporation shall be vested in
the Board of Directors, who shall have the management and control of the
business of the Corporation. They shall employ such agents and servants as they
may deem advisable, and fix the rate of compensation of all agents, employees
and officers. A majority of the Board of Directors may designate three or more
of its members to constitute an Executive Committee, which Committee shall, to
the extent allowed by The Indiana Business Corporation Law, as from time to time
amended, have and exercise all of the authority of the Board of Directors on the
management of the Corporation and have the power to authorize the execution of
any and all papers, instruments or documents as well as affix the seal of this
Corporation thereto.

Section 3. Resignation. A director may resign at any time by delivering written
resignation to the Board, its chairman, or the Secretary. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date.

Section 4. Removal. At a meeting of Shareholders called expressly for that
purpose, directors may be removed in the manner provided in this section, unless
otherwise provided in the Articles of Incorporation. Any or all of the members
of the Board of Directors may be removed, with or without cause, only by a vote
of the holders of a majority of the shares then entitled to vote.

Section 5. Vacancies. In case of any vacancy in the Board of Directors through
death, resignation, removal or other cause, the Board of Directors may fill the
vacancy; or if the Directors remaining in office constitute fewer than a quorum
of the Board, the remaining Directors by the affirmative vote of a majority
thereof may elect a successor to fill such vacancy until the next annual meeting
and until his successor is elected and qualified. If the vote of the remaining
members of the Board shall result in a tie, the vacancy shall be filled by
shareholders at the annual meeting or a special meeting called for that purpose.
Shareholders shall be notified of the name, address, principal occupation and
other pertinent information about any Director elected by the Board of Directors
to fill any vacancy. The term of the Director elected to fill the vacancy
expires at the end of the term for which the Director's predecessor was elected.

Section 6. Annual Meetings. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders, for the purpose of
organization, election of officers and consideration of any other business that
may be brought before the meeting. No notice shall be necessary for the holding
of this annual meeting. If such meeting is not held as above provided, the
election of officers may be had at any subsequent meeting of the Board
specifically called in the manner provided in Section 7 following.

Section 7. Other Meetings. Other meetings of the Board of Directors may be held
upon the call of the President, or of two or more members of the Board of
Directors, at any place within or without the State of Indiana, upon forty-eight
(48) hours notice, specifying the time, place and general purposes of the
meeting, given to each Director, either personally, by mailing or by telegram. A
Director may waive any notice required by Indiana law, the Articles of
Incorporation, or By-laws before or after the date and time stated in the
notice. Except as provided below, the waiver must be in writing, signed by the
Director entitled to the notice, and filed with the minutes or corporate
records. A Director's attendance at or participation in a meeting waives any
required notice to the Director of the meeting unless the Director at the
beginning of the meeting (or promptly upon the Director's arrival) objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.





Section 8. Teleconference. A member of the Board of Directors may participate in
a meeting of the Board by means of a conference telephone or similar
communications equipment by which all persons participating in the meeting can
communicate with each other. Participation by these means constitutes presence
in person at the meeting.

Section 9. Consent. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof, may be taken without a
meeting, if prior to such action a written consent to such action is signed by
all the members of the Board of Directors or of such committee as the case may
be, and such written consent is included in the minutes or filed with the
corporate records reflecting the action taken. Action taken under this Section 9
is effective when the last Director signs the consent, unless the consent
specifies a different prior or subsequent effective date. A consent signed under
this Section 9 has the effect of a meeting vote and may be described as such in
any document.

Section 10. Quorum. At any meeting of the Board of Directors, the presence of a
majority of the members of the Board elected and qualified shall constitute a
quorum for the transaction of any business except as provided in Article IV,
Section 5, relating to the filling of vacancies in the Board of Directors. If a
quorum is present when a vote is taken, the affirmative vote of a majority of
Directors present is the act of the Board of Directors unless the Articles of
Incorporation or By-laws provided otherwise.

Section 11. Organization. The President, and in his absence any Director chosen
by the Directors present, shall call meetings of the Board of Directors to
order, and shall act as chairman of such meetings. The Secretary of the
Corporation shall act as secretary of the Board of Directors, but in the absence
of the Secretary the presiding officer may appoint any Director to act as
secretary of the meeting.

                                    ARTICLE V

                           OFFICERS OF THE CORPORATION

Section 1. Officers. The officers of the Corporation shall consist of a
President and Secretary, and may also consist of a Vice President, Treasurer and
any other offices that may be created by the Board. Any two or more offices may
be held by the same person. The Board of Directors by resolution may create and
define the duties of other offices in the Corporation and shall elect or appoint
persons to fill all such offices. Election or appointment of an officer shall
not of itself create contract rights.

Section 2. Vacancies. Whenever any vacancies shall occur in any office by death,
resignation, increase in the number of offices of the Corporation, or otherwise,
the same shall be filled by the Board of Directors, and the officer so elected
shall hold office until his successor is chosen and qualified.

Section 3. President. The President shall preside at all meetings of
shareholders. The President shall discharge all the duties which devolve upon a
presiding officer, and perform such other duties as this code of By-laws
provides, or the Board of Directors may prescribe. The President shall preside
at all meetings of the Directors.

The President, or in his absence, the Vice-President, shall have full authority
to execute proxies on behalf of the Corporation, to vote shares owned by it in
any other corporation, and to execute, with the Secretary, powers of attorney
appointing other corporations, partnerships, or individuals the agent of the
Corporation, all subject to the provisions of the Indiana Business Corporation
Law, as from time to time amended, the Articles of Incorporation and this code
of By-laws.

Section 4. Vice President. The Vice President shall perform all duties incumbent
upon the President during the absence or disability of the President, and
perform such other duties as this code of By-Laws or the Board of Directors may
prescribe.

Section 5. Secretary. The Secretary shall have the custody and care of the
corporate seal, records, minutes and share books of the Corporation. The
Secretary shall attend all meetings of the shareholders and of the Board of
Directors, and shall keep, or cause to be kept in a book provided for the
purpose, a true and complete record of the proceedings of such meetings, and
shall perform a like duty for all standing





committees appointed by the Board of Directors, when required. The Secretary
shall attend to the giving and serving of all notices of the Corporation, shall
file and take charge of all papers and documents belonging to the Corporation
and shall perform such other duties as this code of By-Laws may require or the
Board of Directors may prescribe.

Section 6. Treasurer. The Treasurer shall keep correct and complete records of
account, showing accurately at all times the financial condition of the
Corporation. The Treasurer shall be the legal custodian of all moneys, notes,
securities and other valuables which may, from time to time, come into the
possession of the Corporation. The Treasurer shall immediately deposit all funds
of the Corporation received by the Treasurer in some reliable bank or other
depository to be designated by the Board of Directors, and shall keep such bank
account in the name of the Corporation. The Treasurer shall furnish at meetings
of the Board of Directors, or whenever requested, a statement of the financial
condition of the corporation, and shall perform such other duties as this code
of By-laws may require or the Board of Directors may prescribe. The Treasurer
may be required to furnish bond in such amount as shall be determined by the
Board of Directors.

Section 7. Delegation of Authority. In case of the absence of any officer of the
Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate the powers or duties of such
officer to any other officers or to any Director, for the time being, provided a
majority of the entire Board of Directors concurs therein.

Section 8. Resignation and Removal. An officer may resign at any time by
delivering written notice to the Board of Directors, its chairman, or the
Secretary of the Corporation. A resignation is effective when the notice is
delivered unless the notice specifies a later effective date. If a resignation
is made effective at a later date and the Corporation accepts the future
effective date, its Board of Directors may fill the pending vacancy before the
effective date if the Board of Directors provides that the successor does not
take office until the effective date. The Board of Directors may remove any
officer at any time with or without cause by the affirmative vote of a majority
of the actual number of Directors.

Section 9. Execution of Documents. Unless otherwise provided by the Board of
Directors, all contracts, leases, commercial papers and other instruments in
writing and legal documents shall be signed by the President and attested by the
Secretary. All bonds, deeds and mortgages shall be signed by the President and
attested by the Secretary. All certificates of shares shall be signed by the
President and by the Secretary.

All checks, drafts, notes and orders for the payment of money shall be signed by
those officers or employees of the Corporation as the Directors may, from time
to time, designate.

                                   ARTICLE VI

                                 CORPORATE BOOKS

Except as otherwise provided by the laws of the State of Indiana, by the
Articles of Incorporation of the Corporation, or by these By-laws, the books and
records of the Corporation may be kept at such place or places within or without
the State of Indiana, as the Board of Directors may from time to time by
resolution determine; but that absent such resolution, the books and records of
this Corporation shall be kept at the principal office of the Corporation as
noted in Article I of these By-laws.

                                   ARTICLE VII

                                   AMENDMENTS

By-laws may be adopted, amended or repealed at any valid meeting of the Board of
Directors by the vote of a majority of the entire Board of Directors.

Accepted this      day of                    , 1995.
              ---         -------------------
                                                     By: /s/ Kevin D. Bowers
                                                        --------------------