Edgar Filing: HOOVER R DAVID

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HOOVER R DAVID

2. Issuer Name and Ticker or Trading Symbol
BALL CORP [BLL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CHAIRMAN, PRESIDENT & CEO

(Last)

(First)

(Middle)

BALL CORPORATION, 10 LONGS PEAK DR.

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2004

(Street)

BROOMFIELD, CO 80021-2510

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Prepaid Variable Forward Contract

⁽¹⁾

11/02/2004

J⁽¹⁾

60,000 ⁽¹⁾

11/02/2007⁽¹⁾

11/02/2007

Common Stock

60,000

⁽¹⁾

60,000

by trust ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOOVER R DAVID BALL CORPORATION 10 LONGS PEAK DR. BROOMFIELD, CO 80021-2510	X		CHAIRMAN, PRESIDENT & CEO

Signatures

By: Charles E. Baker, GenCounsel&AsstCorpSec For: R. David Hoover		11/03/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On 11-2-04, the Suzanne A. Hoover Revocable Trust dated 1-30-97 (the Trust) entered into a prepaid variable forward contract (Contract) with a broker/dealer (Buyer) for disposition by the Trust of up to 60,000 shares of Ball Corp Common Stock (Ball Shares). Contract obligates the Trust to deliver to Buyer on 11-2-07 (Settlement Date), a number of Ball Shares equal to $2,415,180 (currently 60,000 shares @$40.253). In exchange, the Trust initially receives 83.99% of $2,415,180. Per the Contract, on the Settlement Date the Trust receives up to 120% of the $40.253 per share price (Ceiling Price) if Ball Shares appreciate above $40.253 per share (Floor Price). The number of shares to be sold by the Trust will be up to 60,000 Ball Shares & will depend on whether the Ceiling Price is above the Floor Price. At the Trust's option, it may deliver cash in an amount equivalent to the value of the required number of Ball Shares to be delivered on the Settlement Date.
(2)	The reporting person expressly disclaims beneficial ownership of these securities; 60,000 of these shares are committed for use in a prepaid variable forward contract dated 11-2-04.
Remarks: Total number of Common Shares directly owned includes shares acquired through participation in the Ball Corporation Employee Stock Purchase Plan. Total number of 401(k) Plan shares includes shares acquired through periodic dividend reinvestment and employer matching contributions.

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