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)







                                       

Indiana                                            35-1828377
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)         Identification No.)

345 South High Street, Muncie, Indiana             47305-2326
(Address of Principal Executive Offices)           (Zip Code)







ALLTRISTA CORPORATION 1996 EMPLOYEE  STOCK  PURCHASE  PLAN
(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           100,000 shares  $ 21.75             $ 2,175,000.00        $ 660.00
(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 purpose 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.  33-60624)  on  Form  S-8  (the  "Initial
Registration  Statement")  covering  300,000  shares  of  the Company's common
stock,  no  par value (the "Common Stock"), eligible for purchase by employees
of  the  Company  pursuant  to  the  Employee Stock Purchase Plan 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  available  for  purchase pursuant to the Plan.  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 400,000, and this Registration
Statement  covers  the  additional  100,000  shares  of  Common  Stock  to  be
registered  hereunder.





Item  8.          Exhibits

EXHIBIT


   

 4.1  ALLTRISTA CORPORATION 1996 EMPLOYEE  STOCK  PURCHASE  PLAN

 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 EMPLOYEE  STOCK  PURCHASE  PLAN

 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)

EX-4.1

ALLTRISTA  CORPORATION

1996  EMPLOYEE  STOCK  PURCHASE  PLAN


     1.          Purpose.   The purpose of the Employee Stock Purchase Plan of
Alltrista  Corporation  is  to  encourage  eligible  employees  of  Alltrista
Corporation  and  its  Designated  Subsidiaries  to  acquire  and  maintain an
interest  in  the  Corporation  by  purchasing  shares  of Common Stock of the
Corporation through payroll deduction.  It is anticipated that the acquisition
of  such  interest  will  increase  the  personal  long-term  interest  of its
employees  in  the  continued  success  and  progress  of  the  Corporation.

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

     A.          "Administrator"  shall mean The Bank of New York, 101 Barclay
Street,  New  York,  NY  10286,  as  described  in  Section  5  hereof.

     B.          "Board"  shall  mean  the  Board of Directors of the Company.

     C.      "Common Stock" shall mean the Common Stock, without par value, of
the  Company.

     D.          "Company"  shall  mean  Alltrista  Corporation,  an  Indiana
corporation.

     E.      "Company Contribution" shall mean the amount of contribution made
by  the  Company  or  a  Designated  Subsidiary  pursuant to Section 4 hereof.

     F.       "Compensation" shall mean all income by an employee for services
rendered  as  an  employee  of  the  Company  or  any  Designated  Subsidiary

     G.       "Designated Subsidiaries" shall mean the subsidiaries which have
been  designated  by  the  Board  from  time to time in its sole discretion as
eligible  to  participate  in  the  Plan.

     H.          "ESPP  Instructions  to Alltrista Corporation" shall mean the
document  by  which  a  participant  provides  specific  instructions  to  the
Administrator,  as  provided  in  Section  10  hereof.

     I.       "Investment Date" shall mean the date as of which new Shares are
purchased  pursuant  to  Section  8  hereof.

     J.       "Payroll Deduction Authorization Change" shall mean the document
by which a participant authorizes a change in the amount of payroll deduction,
as  described  in  Section  7  hereof.



     K.         "Plan" shall mean this Employee Stock Purchase Plan as amended
from  time  to  time.

     L.         "Subsidiary" shall mean a corporation, domestic or foreign, of
which  not  less  than  50%  of the voting shares are held by the Company or a
Subsidiary,  whether  or  not  such  corporation  now  exists  or is hereafter
organized  or  acquired  by  the  Company  or  a  Subsidiary.

     M.          "Shares"  shall  mean  shares  of  Common  Stock.

     N.          "Transaction Request Form" shall mean the document by which a
participant  provides  specific instructions to the Administrator, as provided
in  Section  10  hereof.

     3.       Stock.  The maximum number of Shares reserved for sale under the
Plan shall be 400,000 Shares, subject to adjustment through the declaration of
stock  dividends  and  through recapitalization resulting in a stock split-up,
spin-off,  split-off  or  combination or exchange of shares or otherwise.  The
Plan  will  remain  in  effect  until  terminated  by  the  Company.

     Once  an  employee  is  enrolled  in  the  Plan,  the  amount  of payroll
deduction,  plus the Company Contribution, shall be used to purchase new issue
and/or  treasury  Shares  (both whole and fractional shares) from the Company.
The Company shall determine whether such Shares shall be new issue or treasury
shares.

     4.      Company Contribution.  The Company, or its Designated Subsidiary,
shall  contribute  an  amount  ("Company  Contribution")  equal to 20% of each
participating employee's actual payroll deductions.  In addition, the Company,
or  its  Designated  Subsidiary,  shall pay all costs of administration of the
Plan.

     5.       Administrator.  The Bank of New York (the "Administrator") shall
administer  the  Plan and, as agent for the participants in the Plan, purchase
Shares from the Company.  The Administrator shall keep a continuous record for
each  participant  of  Shares purchased on behalf of each participant, and the
Administrator shall send to each participant a quarterly statement of account.

     The  Administrator  shall  also hold and act as custodian of certificates
representing  Shares purchased under the Plan in order to relieve participants
of  the responsibility for the safekeeping of multiple certificates for Shares
purchased  and  to  protect  against  loss,  theft  or  destruction  of  stock
certificates.    The Shares represented by such certificates shall be credited
to  the  participant's  Plan  account  and shall be shown on the participant's
statement  of  account  in  the  participant's  name.

     6.      Eligibility.  Any regular full-time or regular part-time employee
of  the  Company (including officers who are also employees) shall be eligible
to  participate  in  the  Plan  after  such  employee  has attained age 18 and
completed six consecutive months of service with the Company or any Designated
Subsidiary.



     7.          Participation  and  Administration.  An eligible employee may
participate  in  the  Plan  at  any time by completing and signing an Employee
Stock  Purchase  Plan  of Alltrista Corporation Investment Directions card for
new participants, or a Payroll Deduction Authorization Change card provided by
the  Company;  and returning it to the Company.  The Company shall process the
payroll  deduction  card.    Payroll  deduction  cards  shall  be furnished to
employees  at  any  time  upon  request  to  the  Company.

     The  payroll  deduction  card  shall  direct  the  Company  to  pay  the
Administrator  the amounts authorized by a participant as a payroll deduction,
together  with  the  Company  Contribution and any quarterly cash dividends on
Shares  (including  fractional  shares)  credited  to  the  participant's Plan
account.    The  payroll deduction card shall also direct the Administrator to
use  the  payroll  deduction and the Company Contribution payments to purchase
new  issues and/or treasury Shares of Common Stock on each Investment Date, as
defined  in  Section 8.  In addition, payroll deduction cards shall direct the
Administrator  to  reinvest cash dividends, as specified in Section 8, as soon
as  practicable  after  the  dividend  payable  date.

     After the payroll deduction card has been received by the Company and the
authority  for  the  payroll  deduction  has been noted on the Company payroll
records,  the  Company  shall,  commencing  as  soon  as practicable after the
employee  becomes  eligible  to participate in the Plan, withhold for each pay
period  the amount such employee has authorized as a payroll deduction, except
as  provided  hereinafter.    The  amount  withheld  from  each payroll during
approximately  a  three-month  period, together with the Company Contribution,
shall  be  used  to  buy  Shares  for  a participant's account under the Plan.
Nothing  contained herein shall permit the participant to invest more than the
maximum  amount  specified  below  on  an  annual  basis.

     The participant shall specify on the payroll deduction card the amount of
compensation  to  be  withheld  from  each  pay  period, except as hereinafter
provided.   Deduction may be authorized from a minimum of $5 per month up to a
maximum  of  $500  per month for a total maximum of $6,000 in a calendar year.
During  months  in which there occur three pay periods for employees paid on a
bi-  weekly  basis and during months in which there occur five pay periods for
employees  paid  on  a  weekly  basis, deductions may exceed $500 per month to
account  for  such  pay periods, but total deductions during any calendar year
shall  not  exceed  $6,000  per  year.

     The  payroll  deduction  authorizations  are  for an indefinite period of
time.  The amount of a participant's payroll deduction can be revised, changed
or  terminated  at  any  time  by submitting a Payroll Deduction Authorization
Change  card.  Commencement, revision or termination of deductions will become
effective as soon as possible after the Payroll Deduction Authorization Change
card  is  received  by  the  Company.

     8.     Price of Shares Purchased.  The price of the Shares purchased with
the  participant's  payroll  deduction  and  Company Contribution shall be the
average  of  daily  high and low prices for the Company's Shares traded on the
Nasdaq  National  Market System during the three calendar months preceding the
Investment  Date  on  which  new Shares are purchased, as shown in the Midwest
Edition  of  The  Wall  Street  Journal.    The  Investment  Date  for payroll
deductions  shall  be on or about but not later than the 15th day of February,
May;  August  and  November,  as  applicable.

     The  price  of  all  Shares  purchased shall be computed to three decimal
places.

     No brokerage commissions or service charges shall be paid by participants
for  purchases  of  Shares  under  the  Plan.

     9.     Number of Shares to be Purchased for the Employee.  Both whole and
fractional  Shares (computed to four decimal places) shall be purchased by the
Administrator  under  the  Plan,  and  all  such Shares shall be credited to a
participant's  Plan  account.    The  number  of  Shares, including fractional
Shares,  so  purchased shall depend on the amount of the participant's payroll
deduction,  the  amount  of  Company  Contribution, and the price of Shares as
defined  in  Section  8.   There is no limitation as to the maximum or minimum
number  of  Shares  that  may be purchased by any employee; provided, however,
that if the total number of Shares which would otherwise be purchased pursuant
to  the Plan on an Investment Date exceeds the number of Shares then available
under the Plan (after deduction of all shares which have been purchased or are
then  outstanding),  the  Company  shall  make a pro rata allocation of Shares
remaining  available  for  purchase  in  as  uniform  a  manner  as  shall  be
practicable  and  as  it  shall  determine to be equitable, in such event, the
Company shall give written notice to each participant of such reduction of the
number  of  Shares  affected  thereby and shall similarly reduce the amount of
payroll  deductions,  if  necessary.

     10.       Issuance of Certificates.  Certificates for any number of whole
Shares  so  held  by  the  Administrator  and credited to a participant's Plan
account  shall  be  issued  to  the  participant  only upon such participant's
written  request  on  a  Transaction  Request  Form or an ESPP Instructions to
Alltrista  Corporation  card forwarded to the Administrator.  Certificates for
fractional  Shares  will not be issued to participants.  Upon the registration
of  Shares  in  the  participant's name, those Shares will no longer be in the
Plan  and,  therefore,  those Shares and dividends will not be credited to the
participant's  Plan  account.

     11.     Sale of Shares.  Sale of both whole and fractional Shares so held
by  the  Administrator  and  credited to a participant's Plan account shall be
sold  only  upon  such  participant's written request on a Transaction Request
Form  or  an  ESPP Instructions to Alltrista Corporation card forwarded to the
Administrator.    The  Shares  are  to  be  sold  on  the  open  market by the
Administrator  or purchased by Alltrista Corporation if the Company so elects,
on  the  Friday  after  receipt  of  the  sale  order.  The sale order must be
received  by the Administrator by 5 p.m. on Thursday preceding the Friday sale
date  to  be  included  in  that  week's  sale.

     The  sale  price of the Shares shall be the price sold on the open market
by  the  Administrator. If Alltrista Corporation elects to-buy the Shares, the
price  will  be  the average of the high and low market price on the sale day.

     Brokerage  commissions  or  service charges shall be paid by participants
for  the  sale  of  Shares  under  the  Plan.


     Purchase  and systematic sale under the Plan for the purpose of obtaining
the  20% Company Contribution will be considered an abuse of the Plan's intent
and may result in the participant's suspension of contributions in the Plan or
other  actions  by  the  Company.

     12.        Employee Withdrawal from the Plan.  A participant may withdraw
from  the Plan at any time.  In order to withdraw from the Plan, a participant
must  notify  the Administrator to issue the Shares in such participant's Plan
account to the participant and/or sell the Shares and have the proceeds issued
to the participant or a combination of both.  The participant can submit these
instructions  to  the  Administrator  by executing a Transaction Request Form,
attached  to  the  quarterly  statement, or the ESPP Instructions to Alltrista
Corporation  card  and returning either to the Administrator.  The participant
must  also notify the Company to stop payroll deductions.  The participant can
notify the Company to cease making payroll deductions by executing the Payroll
Deduction  Authorization  Change  card  and returning the card to the Company.

     If  a  participant  terminates  employment,  thereby  ceasing  payroll
deductions before the end of the three full calendar months preceding the next
Investment  Date,  the  amount  of  the  participant's payroll deduction which
otherwise  would have been invested shall be repaid to the participant as soon
as practicable.  If a participant terminates employment at or after the end of
the  three full calendar months preceding the next Investment Date, the amount
of the payroll deduction and the Company Contribution scheduled to be invested
for  the  preceding  three  calendar  months  shall  be  so  invested.

     A  participant's  death,  retirement  or  other termination of employment
shall  be  deemed to be withdrawal from the Plan.  A participant's interest in
the  Plan  is  not  assignable.

     In  the  event  that  a participant withdraws from the Plan due to death,
retirement  or termination of employment or in the event of termination of the
Plan  by  the  Company,  certificates  for  whole  Shares  credited  to  the
participant's  Plan  account  shall  be  delivered  to  the participant by the
Administrator,  and  a  cash  payment  shall be made for the sales price (less
brokerage  commission  and  any  transfer  taxes)  of  any  fractional  Share.

     Upon  the  effective date of a participant's withdrawal from the Plan, no
subsequent  payroll deductions shall be made unless the participant re-enrolls
in  the  Plan.  Any subsequent cash dividends payable on Shares withdrawn from
the  Plan  and  issued  to  the  participant  will  be paid to the withdrawing
participant.

     13.     Rights Offering and Stock Dividends.  A participant's entitlement
in  a  regular  rights  offering  will  be based upon such participant's total
holdings of whole and fractional Shares.  Rights applicable to Shares credited
to  a participant's Plan account shall be sold for such participant's account,
and  the  net  proceeds  shall  be invested on the next Investment Date at the
price specified in Section 8.  If a participant wants to exercise, transfer or
sell  the  rights applicable to the Shares credited to such participant's Plan
account,  such  participant  shall  request,  prior to the record date for the
issuance  of  any  such  rights,  that  the  whole  Shares  credited  to  such
participant's  Plan  account be transferred from the account and registered in
such  participant's  name.


     Any  stock dividends or split shares distributed by the Company on Shares
credited  to  the  Plan  account  of  a  participant  shall  be  added  to the
participant's  Plan  account.

     14.          Voting  at  Meetings  of  Stockholders.  For each meeting of
Stockholders, each participant shall receive a proxy enabling such participant
to  vote  all  Shares  credited  to  such  participant's  Plan  account.   The
Administrator,  as  record  owner  of  the Shares in the Plan, may vote at any
meeting  of  stockholders  all Shares credited to a participant'S Plan account
that  participants  fail  to  vote but not those Shares for which participants
have  directed  the  Administrator  in  writing  not  to  vote.

     15.          Reports  to  Participants.  Each participant shall receive a
quarterly  statement of account from the Administrator, providing a continuing
record  of  the  cost of such participant's purchases.  Each participant shall
also  receive  the  same  communications  as  every  other  stockholder.

     16.         Responsibility of the Company and the Administrator Under the
Plan.    In administering the Plan, neither the Company; the Administrator nor
any  agent shall be liable for any act done in good faith, or for any omission
to  act  in  good  faith, including without limitation, any claim of liability
arising  out  of  failure  to  terminate  a  participant's  account  upon such
participant's  death  prior to the receipt of notice in writing of such death.

     17.       Charges, Deductions and Liens.  The participant shall not incur
any  charge  or  deduction for withdrawal or partial withdrawal from the Plan.
The  Plan  shall  not  provide  for  the  creation of any lien on any funds or
securities  held  under  the  Plan.

     18.      Other.  The Board shall have the right to interpret and regulate
the Plan.  The Board shall also have the right to suspend, modify or terminate
the  Plan  at any time.  Notice of any suspension, modification or termination
shall  be  sent  to  all  participants.

EX-5.1

Board  of  Directors
Alltrista  Corporation
May  19,  1997
Page  2
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"), 100,000 shares of
the  Company's  authorized  but  unissued  Common  Stock,  no  par value, (the
"Shares")  for  the  purchase by the Company's employees pursuant to the terms
and  conditions  of  the  1996  Alltrista  Employee  Stock  Purchase Plan (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