AMENDMENT NO. 1

                                       TO

                                     BYLAWS

                                       OF

                         ALLTRISTA PLASTICS CORPORATION



1.       The Bylaws (the "Bylaws") of Alltrista Plastics Corporation, an Indiana
Corporation, are hereby amended as follows:

         Article IV, Sections 1 and 6 of the Bylaws are hereby amended by
deleting such sections in their entirety and inserting the following new
Sections 1 and 6, respectively, in lieu thereof:

                  "Section 1. Officers. The Corporation shall have a Chief
         Executive Officer, one or more Presidents, a Secretary, a Treasurer and
         a Controller and such other assistant officers as the Board of
         Directors, the Chief Executive Officer, or the President designates.
         The Corporation may have one or more Vice Presidents as may be
         designated by the Board of Directors or the Chief Executive Officer.
         The same individual may simultaneously hold more than one office.

                  Section 6. President. The President is responsible for
         managing and supervising the affairs and personnel of the Corporation,
         subject to the general control of the Board of Directors and the Chief
         Executive Officer. The President has authority to execute, with the
         Secretary, powers of attorney appointing other corporations,
         partnerships, or individuals as the agents of the Corporation, subject
         to law, the Articles of Incorporation, and these Bylaws. The President
         has such other powers and duties as the Board of Directors and the
         Chief Executive Officer may from time to time prescribe."

         Article IV of the Bylaws is hereby amended by adding the following new
Sections 11 and 12 at the end thereof:

                  "Section 11. Chief Executive Officer. The Chief Executive
         Officer shall have general direction of the affairs of the Corporation
         and general supervision over its several officers, subject, however, to
         the control of the Board of Directors, and in general shall perform
         such duties and, subject to the other provisions of these Bylaws, have
         such powers incident to the office of Chief Executive Officer and
         perform such other duties and have such other powers as from time to
         time may be assigned to him by the Board of Directors. The Chief





         Executive Officer presides at all meetings of shareholders and
         directors. The Chief Executive Officer, or proxies appointed by the
         Chief Executive Officer, may vote shares of other corporations owned by
         the Corporation.

                  Section 12. Controller. The Controller is responsible for
         preparing correct and complete books of account which show accurately
         at all times the financial condition of the Corporation, including, but
         not limited to the preparation of balance sheets, income statements,
         statements of cash flows and such other statements as may be required,
         as well as, budgets and forecasts. The Controller shall furnish to the
         other officers of the Company and to the board of directors, upon
         request, statements of the financial condition of the Corporation and
         such other financial information as requested. The Controller has such
         other duties as the Treasurer, other officers of the Corporation and
         the board of directors may from time to time prescribe."

2.       Except as amended herein, the Bylaws shall remain unmodified and in
full force and effect.


         The undersigned hereby certifies that the above and foregoing amendment
was duly adopted by the unanimous written consent of the directors on June 25,
2002.

This 25th day of June, 2002




                                            By: /s/ Ian Ashken
                                            Title:  Secretary and Treasurer of
                                            Alltrista Plastics Corporation