S-8

As  filed  with  the  Securities  and  Exchange  Commission  on  May  20, 1997

Registration  No.  333-


SECURITIES  AND  EXCHANGE  COMMISSION

Washington,  D.C.  20549


FORM  S-8
Registration  Statement
Under
The  Securities  Act  of  1933


ALLTRISTA  CORPORATION
(Exact  name  of  registrant  as  specified  in  its  charter)




ALLTRISTA  CORPORATION 1996 STOCK  OPTION  PLAN
FOR  NONEMPLOYEE  DIRECTORS
(Full  title  of  the  plan)

CT  Corporation  System, One North Capitol Avenue, Indianapolis, Indiana 46204
(Name  and  address  of  agent  for  service)

(800)  475-1212
(Telephone  number,  including  area  code,  of  agent  for  service)





Calculation  of  Registration  Fee


                                                                    

                       AMOUNT         PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
TITLE OF SECURITIES    TO BE          OFFERING PRICE      AGGREGATE OFFERING    REGISTRATION
TO BE REGISTERED       REGISTERED     PER UNIT(2)         PRICE(2)              FEE

Common Stock           20,000 shares  $ 21.75             $ 435,000.00          $ 132.00
(including Preferred
Stock Purchase
 Rights)(1)


(1)     Each share of Alltrista Common Stock includes a right ("Alltrista Right") to purchase
Series  A  Junior Participating Preferred Stock of Alltrista or, under certain circumstances,
Alltrista  Common  Stock,  cash,  property  or  other  securities  of  Alltrista.
(2)          The  offering  price  is  estimated  solely  for the purposes of determining the
registration  fee  and  is  based  upon  the average high and low prices for the Registrant's
common  stock  on  NASDAQ  on  May  13,  1997,  pursuant  to  Rule  457(h).





REGISTRATION  OF  ADDITIONAL  SECURITIES


     On  March  31,  1993,  Alltrista  Corporation  (the  "Company"),  filed a
Registration  Statement  (File  No.  33-60622)  on  Form  S-8  (the  "Initial
Registration Statement") covering 10,000 shares of the Company's common stock,
no  par  value  (the  "Common Stock"), issuable upon exercise of stock options
granted  under  the Company's 1993 Stock Option Plan for Nonemployee Directors
of  Alltrista  Corporation  (the  "Plan").

     On March 21, 1996, the Company's Board of Directors approved a resolution
amending and restating the Plan (the "Amended Plan") to increase the number of
shares of Common Stock issuable upon conversion of the stock options which may
be  granted  under  the  Plan  and  to  increase  the  yearly  option grant to
nonemployee directors from 350 to 1,000 shares of Common Stock.  The remaining
terms of the Amended Plan are substantially the same as the terms of the Plan.
On  May  16,  1996  the  Company's  shareholders  approved  the  Amended Plan.
Therefore, the total number of shares of Common Stock currently registered for
issuance pursuant to the Plan is 30,000 and this Registration Statement covers
the  additional  20,000  shares  of  Common  Stock to be registered hereunder.





Item  8.          Exhibits

EXHIBIT


   

 4.1  Alltrista  Corporation 1996 Stock  Option  Plan for Nonemployee Directors

 5.1  Opinion of Ice Miller Donadio & Ryan

24.1  Consent of Independent Accountants, Price Waterhouse LLP

24.2  Consent of Ice Miller Donadio & Ryan (contained in Exhibit 5.1)





     SIGNATURES

Pursuant  to  the  requirements  of the Securities Act of 1933, the registrant
certifies  that  it has reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by the undersigned, thereunto duly
authorized,  in  the  City  of  Muncie,  State  of  Indiana,  on May 15, 1997.

ALLTRISTA  CORPORATION
(Registrant)

By:
/s/  Thomas  B.  Clark
Thomas  B.  Clark
President  and  Chief  Executive  Officer

Pursuant  to  the  requirements  of  the Securities Exchange Act of 1933, this
registration  statement  has  been  signed  by  the  following  persons in the
capacities  and  on  the  dates  indicated.






                        

                           Capacity; Date

/S/ Thomas B. Clark        President and Chief Executive Officer
Thomas B. Clark            (Principal Executive Officer); Director
                           May 15, 1997

/S/ Kevin D. Bower         Vice President of Finance and Controller
Kevin D. Bower             (Principal Financial Officer)
                           May 15, 1997

/S/ William L. Peterson    Chairman of the Board
William L. Peterson        May 15, 1997

/S/ William A. Foley       Director
William A. Foley           May 15, 1997

/S/ Robert E. Fowler, Jr.  Director
Robert E. Fowler, Jr.      May 15, 1997

/S/ Richard L. Molen       Director
Richard L. Molen           May 15, 1997

/S/ Patrick W. Rooney      Director
Patrick W. Rooney          May 15, 1997

/S/ David L. Swift         Director
David L. Swift             May 15, 1997










EXHIBIT  INDEX

Exhibits  delivered  for  filing with this Registration Statement on Form S-8:

     

4.1     Alltrista  Corporation 1996 Stock  Option  Plan for Nonemployee Directors

5.1     Opinion of Ice Miller Donadio & Ryan

24.1    Consent of Independent Accountants, Price Waterhouse LLP

24.2    Consent of Ice Miller Donadio & Ryan (contained in Exhibit 5.1)

                                                                            1

EX-4.1

ALLTRISTA  CORPORATION
1996  STOCK  OPTION  PLAN
FOR
NONEMPLOYEE  DIRECTORS

     1.          Purpose.    The  purposes  of  the 1996 Stock Option Plan for
Nonemployee  Directors  of  Alltrista  Corporation  are  to  enable  Alltrista
Corporation  to  attract and retain persons of outstanding competence to serve
as  Nonemployee  Directors  of the Corporation by encouraging and enabling the
acquisition  of  a  proprietary  interest  in  Common stock of the Corporation
pursuant  to  the  terms  of  this  Plan  and to provide a direct link between
Nonemployee  Directors  consideration  and  the interests of the Corporation's
shareholders.

     2.     Definitions.  When used in this Plan, unless the context otherwise
requires:

     A.          "Board of Directors" shall mean the Board of Directors of the
Corporation  as  constituted  at  any  time.

     B.       "Code" shall mean the internal Revenue Code of 1986, as amended.

     C.         "Committee" shall mean the Stock Option Committee described in
Section  3  hereof.

     D.          "Corporation"  shall  mean  Alltrista  Corporation.

     E.       "Fair Market Value" shall mean the closing price of the Stock as
published  in  The  Wall  Street  Journal report of the Nasdaq National Market
System,  the  New  York  Stock Exchange-Composite Transactions or the American
Stock  Exchange,  wherever  the  Corporation  is  listed,  corrected  for  any
reporting  errors,  or  if  the  Stock  is not traded on that day, on the next
preceding  day  on  which  there  was  a  sale  of  such  Stock.

     F.        "Non-Qualified Stock Options" shall mean stock options which do
not  qualify  under  or  meet  the  requirements  of  Section 422 of the Code.

     G.          "Plan" shall mean this 1996 Stock Option Plan for Nonemployee
Directors  authorized  by  the Board of Directors at its meeting held on March
21,  1996  as  such  Plan from time to time may be amended as herein provided.

     H.          "Retirement"  shall  mean the termination of all service as a
Director  of  the  Corporation  for  any  reason,  other  than  death or Total
Disability;  after  the  Director  has  attained  age  70.

     I.          "Share"  shall  mean  a  share  of  Stock.
J.          "Stock"  shall  mean  the  Common Stock, without par value, of the
Corporation.



     K.      "Stock Options" shall mean the Non-Qualified Stock Options issued
pursuant  to  the  Plan.

     L.          "Stock Option Agreement" shall mean the agreement between the
Corporation  and  the  optionee  evidencing  the  grant  of  a Stock Option as
provided  in  Section  5D  hereof.

     M.      "Total Disability" shall mean "permanent and total disability" as
defined  in  Section  22(c)(3)  of  the  Code.

     3.        Committee.  The Plan shall be administered by a Committee of no
fewer  than  two Directors of the Corporation. The Committee shall, subject to
and  not  inconsistent with the express terms of the Plan, have full and final
authority  to  interpret the Plan and the Stock Options granted thereunder; to
prescribe,  amend  and  rescind rules and regulations, if any, relating to the
Plan;  and  to  make  all  determinations  necessary  or  advisable  for  the
administration  of  the Plan. No member of the Board or the Committee shall be
liable  for anything done or omitted to be done by such member or by any other
member  of  the Committee in connection with tile Plan, except his own willful
misconduct or gross negligence. All decisions which are made by tile Committee
with  respect  to  interpretation  of  the  terms of the Plan, with respect to
interpretation of the terms and conditions of tile Stock Options, with respect
to  the instruments evidencing the grant of Stock Options, and with respect to
any  questions or disputes arising under this Plan, shall be final and binding
on  the  Corporation  and  the  participants,  their  heirs and beneficiaries.

     4.     Stock.  The Stock subject to Stock Options and other provisions of
the  Plan  shall  be  authorized  and  unissued  and  subject to adjustment in
accordance with the provisions of Section 8. The total number of Shares which,
at  any  one time, may be subject to issuance or which in the aggregate may be
issued  by  exercise  of  Stock  Options pursuant to the Plan shall not exceed
thirty  thousand  (30,000).

     In  the  event  that any outstanding Stock  Option under the Plan for any
reason  expires or is terminated, without having been exercised in full, prior
to the end of the period during which Stock Options may be granted, the Shares
allocable  to  the  unexercised  portion  of  such  Stock  Option may he again
subjected  to  a  Stock  Option  under  the  Plan.

     5.          Stock  Option  Terms  and  Conditions.

     A.     Eligibility and Participation.  All persons who serve as Directors
of  the  Corporation and who, at the time of grant, are not "employees" of the
Corporation  or  any  of  its subsidiaries, within the meaning of the Employee
Retirement  Security  Act  of 1974, as amended, are eligible to participate in
the  Plan.  The adoption of this Plan shall not he deemed to give any Director
any right to be granted an option to purchase Shares, other than in accordance
with  the  terms  of  this  Plan.



     B.          Price  of stock Options.  The price of Shares to he purchased
pursuant  to the exercise of any Stock Option shall be 100 percent of the Fair
Market  Value  of  the  Stock  on  the  date of grant of the Stock Option. The
exercise  price  of  Shares  subject  to  Stock  Options  shall  be subject to
adjustment  as  provided  in  Section  8.

     C.     Term of Stock Options.  The term of any Stock Option granted under
the  Plan  shall  be  10  years  from  the  date  on  which  it  is  granted.

     D.          Grant of Stock Options.  Stock Options granted under the Plan
shall  be  Non-  Qualified Stock Options at the time of each grant. Each Stock
Option  granted  pursuant  to  the  Plan shall be evidenced by a written Stock
Option  agreement between the Corporation and the optionee in such form as the
Committee  may  prescribe from time to time, which agreement shall comply with
and  be  subject  to  the  terms  and conditions described herein. On April 30
commencing  on  or  after the effective date of the Plan, and on each April 30
thereafter  each  eligible  Director  shall  be granted automatically, without
action  by  the  Committee,  a  Stock Option to purchase one thousand (1,00())
Shares. The Stock Option Agreement shall serve as the notification. Receipt of
the  Stock  Option  Agreement  shall  he  acknowledged  by the Director on the
duplicate  copy,  and by such acknowledgment, the Director shall agree that in
consideration of the grant of such Stock Option he will abide by all the terms
and  conditions  of  the Plan. The Director shall return the duplicate copy of
the  Stock Option Agreement to the Corporation either by delivery in person or
by  mail  within  sixty (60) days after the date of grant. Any inconsistencies
between  the  terms  of  the  Plan and the terms of the Stock Option Agreement
shall  be  governed  by  the  terms  of  the  Plan.

     E.       Exercise of Stock Options.  Except as otherwise provided herein,
each  optionee  must  remain  a Director of the Corporation for one continuous
year  from  the  date  the  Stock  Option  is granted before such Director can
exercise  any part thereof. After such one-year period, the Stock Option shall
be exercisable in full for a period of ten years from the date of grant unless
such  Stock Option has earlier expired or terminated subject to the provisions
hereof  and  to  any provisions in the Stock Option Agreement. Notwithstanding
the foregoing, all Stock Options shall become exercisable in full (1) upon the
occurrence  of a Change in Control (as defined below), (2) upon the optionee's
death  or  Total  Disability or (3) upon attainment by the optionee of age 70;
provided,  however,  that  if  the optionee has attained age 70 at the date of
grant the Stock Option shall be exercisable as of such date. As used herein, a
"Change  in  Control  of the Corporation" shall be deemed to have occurred if:

     (a)      any "Person" which shall mean a "person" as such term is used in
Sections  13(d)  and  14(d) of the Securities Exchange Act of 1934, as amended
(the  Exchange  Act  )  (other  than  the  Corporation,  any  trustee or other
fiduciary  holding  securities  under  an  employee  benefit  plan  of  the
Corporation, or any company owned, directly or indirectly, by the shareholders
of the Corporation in substantially the same proportions as their ownership of
stock of the Corporation), is or becomes the "beneficial owner" (as defined in
Rule  13d-3  under the Exchange Act), directly or indirectly, of securities of
the  Corporation  representing 30 percent or more of the combined voting power
of  the  Corporation's  then  outstanding  securities;



     (b)          at  any  time  during  any  period of two consecutive years,
individuals, who at the beginning of such period constitute the Board, and any
new  director  (other  than  a director designated by a Person who has entered
into  an  agreement  with the Corporation to effect a transaction described in
clause  (a),  (c)  or  (d)  of  this  Section)  whose election by the Board or
nomination  for  election  by the Corporation's shareholders was approved by a
vote  of  at  least  two-thirds (2/3) of the directors at the beginning of the
period  of  whose  election  or  nomination  for  election  was  previously so
approved,  cease  for  any  reason  to constitute at least a majority thereof;

     (c)          the  shareholders  of  the  Corporation  approve a merger or
consolidation  of  the  Corporation  with  any other company, other than (1) a
merger  or  consolidation  which  would result in the voting securities of the
Corporation  outstanding  immediately  prior  thereto  continuing to represent
(either  by  representing  outstanding  or  by  being  converted  into  voting
securities  of  the  surviving  entity)  more  than 50 percent of the combined
voting  power  of  the  voting securities of the Corporation or such surviving
entity  outstanding  immediately  after such merger or consolidation, or (2) a
merger  or  consolidation  effected  to  implement  a  recapitalization of the
Corporation (or similar transaction) in which no Person acquires 50 percent or
more  of  the  combined  voting  power  of  the Corporation's then outstanding
securities;  or

     (d)        the shareholders of the Corporation approve a plan of complete
liquidation  of the Corporation or an agreement for the sale or disposition by
the  Corporation  of  all  or  substantially  all of the Corporation's assets.

     A  Stock  Option  may  be  exercised,  to the extent then exercisable, by
giving written notice of such exercise to the Committee. The purchase price of
each  Share  on the exercise of any Stock Option shall be paid in full in cash
at  the  time  of  exercise.  A  Stock  certificate representing the Shares so
purchased  shall  be  delivered  to the person entitled thereto. Until a Stock
certificate  is  actually issued, the person exercising the Stock Option shall
not  be  deemed  a  shareholder  of  those Shares so purchased for any purpose
whatsoever.

     6.         Termination.  In the event a Director voluntarily resigns as a
Director  during  any  term  or at the end of any term, such Director may, but
only within the 30-day period immediately following such resignation and in no
event  later than the expiration date specified in the Stock Option Agreement,
exercise  such  Director's  Stock Option to the extent that such Stock Options
were  exercisable  at  the  date  of  such  resignation.

     If  a  Director  ceases  to  be  a  Director  of  the  Corporation due to
Retirement  or  Total  Disability, he may, but only within the two-year period
immediately  following  such  Retirement  or  Total Disability and in no event
later  than  the  expiration  date  specified  in  the Stock Option Agreement,
exercise  such  Director's  Stock  Options  in  full.

     If  an  optionee  dies  (whether  prior  to  or  after  termination  as a
Director), any Stock Options of the optionee that were exercisable on the date
of death may be exercised within the two-year period after death by the person
or  persons  to whom such Director's rights to it shall pass by will or by the
applicable  laws  of descent and distribution; provided, however, that no such
Stock Option may be exercised after the expiration date specified in the Stock
Option  Agreement.



     7.       Non-Transferability of Stock Options.  Each Stock Option granted
under  the  Plan  shall by its terms be non-transferable and non-assignable by
the  optionee  other  than by will or the laws of descent and distribution and
shall  be  exercisable during an optionee's lifetime only by the optionee. Any
attempt  of  assignment, transfer, pledge, hypothecation, or other disposition
of  any  Stock Option granted hereunder which is contrary to the provisions of
the  Plan, or the levy of any attachment or similar proceedings upon any Stock
Option  shall  be  null  and  void.

     8.         Adjustment of Shares.  In the event there is any change in the
Common Stock of the Corporation through the declaration of Stock dividends, or
through recapitalization resulting in a Stock spin-off, split-off, split-up or
combination  or  exchange  of  Shares,  or  otherwise,  the  number  of Shares
available  for  Stock  Options  and  the  number  of Shares thereof covered by
outstanding  Stock Options and the price per Share in such Stock Options shall
be  proportionately  adjusted  for  any  increase or decrease in the number of
issued Shares of the Corporation by the Committee; provided, however, that any
fractional  shares  resulting  from  such  adjustment  shall  be  eliminated.

     9.          Issuance  of  Shares and Compliance with Securities Act.  The
Corporation may postpone the issuance and delivery of Shares upon any exercise
of  a  Stock  Option  until (a) the admission of such Shares to listing on any
stock  exchange  on which Shares of the Corporation of the same class are then
listed  and (b) the completion of such registration or other qualifications of
such  Shares  under  any  state  or  federal  law,  rule  or regulation as the
Corporation  shall  determine  to  be  necessary  or  advisable.  Any  person
exercising  a  Stock  Option  shall make such representations and furnish such
information  as  may,  in  the  opinion  of  Counsel  for  the Corporation, be
appropriate  to  permit  the  Corporation,  in  light of the then existence or
nonexistence  of  an  effective  Registration  Statement  with respect to such
Shares  under  the  Securities Act of 1933, as amended, to issue the Shares in
compliance  with  the  provisions  of  that  or  any  comparable  act.

     10.          Administration,  Amendment  and  Termination.   The Board of
Directors  may  establish  and  adopt such resolutions, rules, regulations and
revisions  thereto,  not  inconsistent  with  the  provisions of the Plan, and
construe  and  interpret  provisions  of the Plan, as it may deem advisable to
make  the  Plan  and  Stock  Options  effective  and  to  provide  for  the
administration  of the Plan, and may take such other action with regard to the
Plan and Stock Options as it shall deem desirable to effect their purpose. All
such  actions  shall he final, conclusive and binding on all persons including
the  Corporation,  shareholders  and  optionees, and no member of the Board of
Directors  shall  be liable for any action or determination made in good faith
with  respect  to  the  Plan  or  any  Stock  Option  granted  under  it.

     The  Board  of  Directors  may  cancel any outstanding, unexercised Stock
Option,  provided the optionee to whom such Stock Option was granted has given
written  consent  thereto.

     Nothing  in  the  Plan  shall  be  construed  to give any Director of the
Corporation  any  right  to  receive  a Stock Option under the Plan unless all
conditions  described  within  the  Plan  are  met  as  determined in the sole
discretion  of  the  Committee,  and  nothing  in the plan or any Stock Option
Agreement  shall confer upon an individual any right to continue in service as
a  Director  or  interfere  in  any  way  with the right of the Corporation to
terminate  such  service.

     The Plan may he amended at any time and from time to time by the Board of
Directors  of  the  Corporation (including by or through the Board's Executive
Committee  or  Executive  Compensation Committee), except that no amendment or
modification  of  the  Plan  shall,

     (i)  without  the  written  consent of any Director, adversely affect any
right, with respect to any Stock Option, theretofore granted to such Director,
or

     (ii)  be  effective  unless and until shareholder approval is obtained if
such  approval of such amendment or modification is required for the exemption
available under Rule 16b-3 of the Securities Exchange Act of 1934, as amended,
to  be  applicable  to  the  Plan.

     The  Committee  may  at  any time suspend or terminate the Plan. No Stock
Option  may be granted during any suspension of the Plan or after the Plan has
been  terminated.

     After  the  Plan  shall  terminate, the function of the Committee will be
limited  to  supervising  the  administration  of the Stock Options previously
granted and no such termination or suspension shall adversely affect any right
of  any Director with respect to any Stock Options theretofore granted to him.

     The  expenses  of  the  Plan  shall  be  borne  by  the  Corporation.

     The  Plan  shall  become  effective  only  upon  the  approval  by  the
shareholders  of  the  Corporation, and no Stock Option shall be granted under
the  Plan  after  March  21,  2006.

EX-5.1

May  19,  1997



Board  of  Directors
Alltrista  Corporation
345  South  High  Street
Muncie,  Indiana    47305-2326

Gentlemen:

     We have acted as counsel to Alltrista Corporation, an Indiana corporation
(the  "Company"), in connection with the filing of a Registration Statement on
Form  S-8  (the  "Registration  Statement"),  with the Securities and Exchange
Commission  (the  "Commission")  for  the  purposes  of  registering under the
Securities  Act  of  1933, as amended (the "Securities Act"), 20,000 shares of
the  Company's  authorized  but  unissued  Common  Stock,  no  par value, (the
"Shares")  issuable  upon exercise of stock options which may be granted under
the  1996  Alltrista Stock Option Plan for Nonemployee Directors (the "Plan").

     In  connection  therewith, we have investigated those questions of law we
have  deemed  necessary  or appropriate for purposes of this opinion.  We have
also  examined  originals,  or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other  papers  that  we  deemed  necessary  to examine for the purpose of this
opinion,  including:

     1.        Resolutions relating to the adoption of the Plan adopted by the
Company's  Board  of  Directors  on  March  21,  1996 (the "Resolutions"); and

     2.          The  Registration  Statement.

We have also relied, without investigation as to the accuracy thereof, on oral
and  written  communication from public officials and officers of the Company.

     For  purposes of this opinion, we have assumed (i) the genuineness of all
signatures of all parties other than the Company; (ii) the authenticity of all
documents  submitted  to  us  as  originals  and  the  conformity to authentic
originals of all documents submitted to us as certified or photostatic copies;
(iii) that the Resolutions will not be amended, altered or superseded prior to
the  issuance  of  the  Shares;  and  (iv)  that  no changes will occur in the
applicable  law  or  the  pertinent facts prior to the issuance of the Shares.

     Based  upon  the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Shares are validly authorized and,
when (a) the pertinent provisions of the Securities Act and all relevant state
securities laws have been complied with and (b) the Shares have been delivered
against  payment  therefor  as  contemplated  by  the Plan, the Shares will be
legally  issued,  fully  paid  and  non-assessable.

     We  hereby  consent  to  the  filing of this opinion as an exhibit to the
Registration  Statement.   In giving this consent, we do not admit that we are
within  the  category  of persons whose consent is required under Section 7 of
the  Securities  Act  or  under  the  rules  and regulations of the Commission
relating  thereto.

Very  truly  yours,

/s/  Ice  Miller  Donadio  and  Ryan

EX-24.1

     CONSENT  OF  INDEPENDENT  ACCOUNTANTS


We  hereby  consent  to  the  incorporation  by reference in this Registration
Statement  on  Form S-8 of our report dated January 31, 1997, which appears on
page  26  of  the 1996 Annual Report to Shareholders of Alltrista Corporation,
which is incorporated by reference in Alltrista Corporation's Annual Report on
Form  10-K  for  the  year  ended  December  31, 1996.  We also consent to the
incorporation  by reference of our report on the Financial Statement Schedule,
which  appears  on  page  15  of  such  Annual  Report  on  Form  10-K.


     /s/  Price  Waterhouse  LLP


PRICE  WATERHOUSE  LLP
Indianapolis,  Indiana
May  19,  1997