Form  8-A

SECURITIES  AND  EXCHANGE  COMMISSION
Washington,  D.C.    20549


For  Registration  of  Certain  Classes  of  Securities
Pursuant  to  Section  12(b)  or  (g)  of  the
Securities  Exchange  Act  of  1934

Commission  File  No.  0-21052

Alltrista  Corporation
- ----------------------
(Exact  name  of  registrant  as  specified  in  its  charter)






                                       

Indiana. . . . . . . . . . . . . . . . .           35-1828377
- ----------------------------------------  -------------------
(State of incorporation. . . . . . . . .     (I.R.S. Employer
 or organization) . . . . . . . . . . . .  Identification No.)
                                          
345 South High Street
Muncie, Indiana. . . . . . . . . . . . .                47307
                                          -------------------
(Address of principal executive offices)           (Zip Code)






Securities  to  be  registered  pursuant  to  Section  12(b)  of  the  Act:






                                

           Title of each class to
            be so registered. . .  Name of Exchange
- ---------------------------------  ------------------------
Preferred Stock Purchase Rights .  New York Stock Exchange




     If  this  form  relates  to  the  registration  of  a class of securities
pursuant  to  Section  12(b)  of the Exchange Act and as effective pursuant to
General  Instruction  A.(c),  check  the  following  box: [X]

     If  this  form  relates  to  the  registration  of  a class of securities
pursuant  to  Section  12(g)  of the Exchange Act and is effective pursuant to
General  Instruction  A.(d),  check  the  following  box:


Securities  to  be  registered  pursuant  to  Section  12(g)  of the Act: None




Item  1.  Description  of  Registrant's  Securities  to  be  Registered.

     The  securities  to  be  registered hereby are certain rights to purchase
shares  of  Series  A  Junior Participating Preferred Stock of the registrant.

     The  registrant  entered  into  a Rights Agreement, dated as of March 22,
1993 (the "Rights Agreement"), with respect to the declaration of one right (a
"Right")  in  respect  of  each share of Common Stock held of record as of the
close  of  business  on March 22, 1993, and in respect to each share of Common
Stock  issued  after March 22, 1993.  A Right represents the right to purchase
one one-hundredth of share of Series A Junior Participating Preferred Stock of
the  registrant.  The Rights, which will expire on March 22, 2003, will become
exercisable  (i) ten days after a person or group becomes the beneficial owner
of  20%  or  more  of  the Common Stock, (ii) ten days after a person or group
commences a tender offer or exchange offer that would result in such person or
group beneficially owning 20% or more of the outstanding Common Stock or (iii)
ten  business days after the Board of Directors determines that a person is an
Adverse  Person  (as  defined  below).

     If (i) any person or group becomes the owner of 20% or more of the Common
Stock  (other  than  pursuant  to a tender or exchange offer determined by the
independent  directors  of the registrant to be fair and in the best interests
of its shareholders) or (ii) the Board of Directors makes a determination that
a  person  has  become  an  "Adverse Person" (defined as a person who holds at
least  10%  of  the  Common  Stock  and  who the Board of Directors determines
intends  to  cause  the  registrant  to  take  certain actions not in the best
long-term  interests of the registrant or whose ownership is reasonably likely
to  have  a  material  adverse  impact on the registrant), then each Right not
owned  by  such  person  or  group will entitle the holder to purchase, at the
Right's  then  current  exercise  price, shares of Common Stock (or in certain
circumstances, cash or property of the registrant) having a value of twice the
Right's  then  current exercise price.  In addition, after the person or group
becomes the beneficial owner of 20% or more of the registrant Common Stock, if
the  registrant is involved in a merger in which its Common Stock is converted
or  the  registrant sells more than 50% of its assets, each Right will entitle
its  holder  to purchase, at the then current exercise price, shares of common
stock  of  the  acquiring  or  successor  company  having a value of twice the
Right's  then  current  exercise  price.

     The  Registrant  is  entitled  to  redeem the rights in whole, but not in
part,  at  a  redemption  price  of  $.01  per  Right at any time prior to the
expiration  of the 20-day period following a public announcement that a person
or  group  has become the beneficial owner of 20% or more of the Common Stock.
The  Rights are not exercisable until the registrant's right of redemption has
expired.  Until such time as the Rights become exercisable, the Rights have no
voting  or dividend privileges and are attached to and do not trade separately
from  the  Common  Stock.

     Shares  of Series A Junior Participating Preferred Stock purchasable upon
exercise  of  the  Rights will be redeemable at a price equal to 100 times the
current  market price of Common Stock, which price will be adjusted to prevent
dilution.  Each share of Series A Junior Participating Preferred Stock will be
entitled  to a preferential quarterly dividend of $5.00 per share, but will be
entitled to an aggregate dividend equal to 100 times the dividend declared per
share of Common Stock.  In the event of liquidation, the holders of the Series
A  Junior  Participating  Preferred will be entitled to a minimum preferential
liquidation  payment  of  $100 per share, but will be entitled to an aggregate
payment  equal  to 100 times the payment made per share of Common Stock.  Each
share  of  Series A Junior Participating Preferred will have 100 votes, voting
together  with the Common Stock.  In the event of any merger, consolidation or
other  transaction  in which Common Stock is exchanged, each share of Series A
Junior  Participating  Preferred  Stock  will be entitled to receive an amount
equal to 100 times the amount received per share of Common Stock. These rights
are  protected  by  customary  antidilution  provisions.

Item  2.  Exhibits

     All Exhibits required by Instruction II to item 2 will be supplied to the
New  York  Stock  Exchange.

     Signature

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of  1934,  the  registrant  has  duly caused this registration statement to be
signed  on  its  behalf  by  the  undersigned,  thereto  duly  authorized.


ALLTRISTA  CORPORATION



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


Date:  December  3,  1997