8-A12B/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-A/A
                                (AMENDMENT NO. 4)

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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


               DELAWARE                                   35-1828377
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State of incorporation or organization          IRS Employer Identification No.



555 THEODORE FREMD AVENUE, RYE, NEW YORK                                10580
(Address of principal executive offices)                              (Zip Code)
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       Registrant's telephone number, including area code: (914) 967-9400
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If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is 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 Act registration statement file number to which this Form relates:
Not applicable

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

     Title of each class                         Name of each exchange on which
     to be so registered                         each class is to be registered
     -------------------                         ------------------------------
PREFERRED STOCK PURCHASE RIGHTS                      NEW YORK STOCK EXCHANGE

Securities to be registered pursuant to Section 12(g) of the Act: Not applicable







ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The response to Item 1 is hereby amended to read in its entirety as
follows:

     Alltrista Corporation, a Delaware corporation and successor to an Indiana
corporation of the same name (the "Registrant"), entered into a Rights
Agreement, dated as of March 22, 1993, as amended and restated as of May 7,
1999, as further amended on July 19, 2001, as further amended on December 14,
2001, and as further amended on March 4, 2002, between the Registrant and
National City Bank, as successor in interest to EquiServe Trust Company, N.A.
and the First Chicago Trust Company of New York as Rights Agent (the "Rights
Agreement"), with respect to the declaration of one right (a "Right") in respect
of each share of common stock (the "Common Stock") held of record as of the
close of business on March 22, 1993. The Board of Directors of the Registrant
also authorized the issuance of one Right for each share of Common Stock issued
after March 22, 1993 and prior to the earliest of the Distribution Date, the
redemption of the Rights and the expiration of the Rights. Except as set forth
below and subject to adjustment as provided in the Rights Agreement, each Right
entitles the registered holder thereof to purchase from the Registrant a unit
consisting of one one-hundredth of a share (a "Unit") of Series A Junior
Participating Preferred Stock (the "Preferred Stock") of the Registrant, at an
exercise price of $45.00 per Right (the "Purchase Price").

     Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earliest of (i) the close of business on
the tenth day following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the date of such announcement being the
"Stock Acquisition Date"), or (ii) the close of business on the tenth business
day (or such later date as the Board shall determine) following the commencement
of a tender offer or exchange offer that would result in a person or group
holding 15% or more of the outstanding shares of Common Stock. In addition to
other limited exceptions, a person who has reported or is required to report
ownership of the Registrant on Schedule 13G under the Securities Exchange Act of
1934, as amended (the "Exchange Act") (or any comparable or successor report) or
on Schedule 13D under the Exchange Act (or any comparable or successor report)
which Schedule 13D does not state any intention to or reserve the right to
control or influence the management or policies of the Registrant or engage in
any of the actions specified in Item 4 of such Schedule (other than the
disposition of the Common Stock) is exempt from the definition of "Acquiring
Person" unless and until such person acquires more than 15% (but not more than
20%) of the outstanding Common Stock and, within 10 business days of being
requested by the Registrant to advise it regarding the person's acquisition of
more than 15% of the outstanding Common Stock, certifies to the Registrant that
such person acquired shares of Common Stock in excess of 14.9% inadvertently or
without knowledge of the terms of the Rights and who or which, together with all
affiliates and associates, does not acquire any additional shares of Common
Stock while the Beneficial Owner of 15% or more of the shares of Common Stock
then outstanding.

     The definition of Beneficial Owner excludes, among other things, securities
granted pursuant to the Registrant's 2001 Stock Option Plan or acquired in
respect of options or other securities or interests granted pursuant to the
Registrant's 2001 Stock Option Plan.




     Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) Common Stock certificates issued after March 22, 1993 will
contain a notation incorporating the Rights Agreement by reference, and (iii)
the surrender or transfer of any certificates for shares of Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificates.

     The Rights are not exercisable until the Distribution Date and will expire
at the close of business on March 22, 2003, unless earlier redeemed by the
Registrant as described below.

     As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Shares of Common Stock issued
after the Distribution Date will be issued with Rights if such shares are issued
pursuant to the exercise of stock options or under an employee benefit plan, or
upon the conversion of securities issued after adoption of the Rights Agreement.
Except as otherwise determined by the Board of Directors, no other shares of
Common Stock issued after the Distribution Date will be issued with Rights.

     In the event that any person becomes an Acquiring Person (except pursuant
to an offer for all outstanding shares of Common Stock which the independent
directors determine to be fair to and otherwise in the best interests of the
Registrant and its stockholders or pursuant to a transaction described in
section (i) (ii), or (iii) of the following paragraph), each holder of a Right
will thereafter have the right to receive, upon exercise, in lieu of Units,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Registrant) having a value equal to the Exercise Price of the Right
divided by 50% of the current market price (as determined pursuant to the Rights
Agreement, as amended) of the Common Stock. The Exercise Price is the Purchase
Price multiplied by the number of Units issuable upon exercise of a Right prior
to the event described in this paragraph (initially, one). Notwithstanding the
foregoing, following the occurrence of the event set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable following the occurrence of the event
set forth above until such time as the Rights are no longer redeemable by the
Registrant as set forth below.

     In the event that, at any time following the Stock Acquisition Date, (i)
the Registrant is acquired in a merger or other business combination
transaction, (ii) any person merges with and into the Registrant and the
Registrant shall be the surviving entity and in connection with the merger all
or a part of the Registrant's Common Stock shall be changed into or exchanged
for other securities, cash or other property, or (iii) 50% or more of the
Registrant's assets or earning power is sold or transferred, each holder of a
Right (except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to the Exercise Price of the Right
divided by 50% of the current market price (as determined pursuant to the Rights
Agreement, as amended) of the common stock of the acquiring company. Such a
right will not vest if, among other things, the events described in clauses (i)
and (ii) of the preceding sentence follows a tender offer



or exchange offer approved by the independent directors in the manner described
in the preceding paragraph.

     Upon the occurrence of certain events, the Purchase Price payable, and/or
the number of Units of Preferred Stock or other securities or property issuable
upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution. With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be required to be issued and, in lieu
thereof, the Registrant may pay to the registered holders of Rights Certificates
an amount equal to the current market value of the Preferred Stock on the last
trading date prior to the date of exercise.

     At any time prior to the earlier of (i) the twentieth day following the
Stock Acquisition Date or (ii) March 22, 2003, the Registrant may redeem the
then outstanding Rights in whole, but not in part, at a price of $.01 per Right,
as adjusted (the "Redemption Price") (payable, at the election of the
Registrant, in cash, Common Stock or such other consideration as the Board of
Directors may determine). Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price for each Right
held.

     In addition, at any time after any person becomes an Acquiring Person
(unless and until an Acquiring Person, together with its affiliates and
associates, becomes the beneficial owner of 50% or more of the outstanding
Common Stock), at the election of the Board of Directors of the Registrant, the
outstanding Rights (other than those beneficially owned by an Acquiring Person
or an affiliate or associate of an Acquiring Person) may be exchanged, in whole
or in part, for shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, as adjusted. Immediately upon the action of the Board of
Directors of the Registrant authorizing any such exchange, and without any
further action or any notice, the right to exercise the Rights (other than
Rights which are not subject to such exchange) will terminate and the Rights
will only enable holders to receive the shares issuable upon such exchange.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant with respect to the Right, including,
without limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Registrant, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common Stock
(or other consideration) of the Registrant or for common stock of the acquiring
company as set forth above.

     Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Registrant prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to, among other things, cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust the
time period governing redemption shall be made at such time as the Rights are
not redeemable or any other time period unless such lengthening is for the
purpose of protecting, enhancing, or clarifying the rights of, or




the benefits to, the holders of Rights (other than any Acquiring Person or its
affiliates and associates).

     As of April 18, 2002 there were 7,041,720 shares of Common Stock
outstanding. Each share of outstanding Common Stock has one Right attached
thereto. Until the Distribution Date, the Registrant will issue one Right with
each share of Common Stock that shall become outstanding so that all such shares
will have attached Rights.

         The Rights Agreement between the Registrant and the Rights Agent
specifying the terms of the Rights and the Registrant's Restated Certificate of
Incorporation which includes a description of the Series A Junior Participating
Preferred Stock, are incorporated herein by reference. The foregoing description
of the Rights does not purport to be complete and is qualified in its entirety
to the Rights Agreement and Restated Certificate of Incorporation.

ITEM 2. EXHIBITS.

     The following documents heretofore filed by us with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference:

Exhibit No.         Description
- -----------         -----------
3.1            Restated Certificate of Incorporation (filed as Exhibit 3.1 to
               the Registrant's Annual Report on Form 10-K, filed with the
               Commission on March 27, 2002 and incorporated herein by
               reference).

4.1            Rights Agreement, dated as of March 22, 1993, as amended and
               restated as of May 7, 1999, between the Registrant and The First
               Chicago Trust Company of New York as Rights Agent (filed as
               Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q,
               filed with the Commission on May 12, 1999 and incorporated herein
               by reference).

4.2            Amendment to Rights Agreement, dated as of July 19, 2001, between
               the Registrant and EquiServe Trust Company, N.A. as successor in
               interest to The First Chicago Trust Company of New York as Rights
               Agent (filed as Exhibit 4.1 to the Registrant's Current Report on
               Form 8-K, filed with the Commission on August 21, 2001 and
               incorporated herein by reference).

4.3            Amendment to Rights Agreement, dated as of December 14, 2001,
               between the Registrant and EquiServe Trust Company, N.A. as
               successor in interest to The First Chicago Trust Company of New
               York as Rights Agent (filed as Exhibit 1 to the Registrant's Form
               8-A/A, filed with the Commission on January 9, 2002 and
               incorporated herein by reference).

4.4 (1)        Amendment to Rights Agreement, dated as of March 4, 2002, between
               the Registrant and National City Bank as successor in interest to
               EquiServe Trust Company, N.A. and The First Chicago Trust Company
               of New York as Rights Agent.

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(1)      Filed herewith



                                   SIGNATURES


     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, thereunto duly authorized.

Dated: May 1, 2002

                                              ALLTRISTA CORPORATION


                                              By: /s/ Ian G.H. Ashken
                                                  ----------------------------
                                                  Ian G.H. Ashken
                                                  Vice Chairman, Chief Financial
                                                  Officer, and Secretary

EX-4.4

                               AMENDMENT NO. 3 TO
                                RIGHTS AGREEMENT


     This AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
March 4, 2002, amends that certain Rights Agreement, dated as of March 22, 1993,
as amended and restated as of May 7, 1999 and as further amended as of July 18,
2001 and December 14, 2001 (the "Agreement"), between Alltrista Corporation, a
Delaware corporation (the "Company"), and National City Bank ("National City" or
"Rights Agent"), as successor in interest to EquiServe Trust Company, N.A., a
national banking association ("EquiServe") and The First Chicago Trust Company
of New York, a New York corporation, as rights agent. Unless defined elsewhere
herein, capitalized terms used in this Amendment shall have the meanings
assigned to such terms in the Agreement.

                                R E C I T A L S:
                                - - - - - - - -


     WHEREAS, the Company and EquiServe have heretofore executed and entered
into the Agreement; and

     WHEREAS, National City has succeeded to EquiServe as Rights Agent pursuant
to the Agreement; and

     WHEREAS, on December 13, 2001, the Board of Directors of the Company
determined that it is necessary and desirable to amend the Agreement and direct
the Rights Agent to enter into this Amendment.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

     Section 1. Appointment of Successor Rights Agent. The Company hereby
appoints National City Bank to succeed to EquiServe as Rights Agent for the
Company and the holders of the Rights (who, in accordance with Section 3 of the
Agreement, shall, prior to the Distribution Date, also be the holders of the
Common Stock) in accordance with the terms and conditions hereof and the
Agreement, and National City hereby accepts such appointment to succeed to
EquiServe as Rights Agent. As of the date hereof, all references to "Rights
Agent" in the Agreement, or in the rights legend appearing on the Company's
stock certificates, shall be deemed to refer to National City and National City
shall be fully responsible for all responsibilities and obligations of the
Rights Agent under the Agreement.

     Section 2. Amendment to Agreement. (a) Section 26 of the Agreement is
hereby amended by deleting the address given for the Rights Agent and inserting
in lieu thereof the following:




                                        National City Bank
                                        Corporate Trust Administration
                                        1900 East Ninth Street
                                        Cleveland, Ohio 44114
                                        Attention: Mr. Matthew Hostelley

     (b) Section 32 of the Agreement is hereby amended by deleting the word
"Indiana" appearing therein and inserting the word "Delaware" in lieu thereof.

     Section 2. Miscellaneous

     (a) Ratification; Effect. This Amendment shall be construed in connection
with and as part of the Agreement and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Agreement and each other
instrument or agreement referred to therein, except as herein amended, are
hereby ratified and confirmed and shall remain in full force and effect. In
executing and delivering this Amendment, the Rights Agent shall be entitled to
all the privileges and immunities afforded to the Rights Agent under the terms
and conditions of the Agreement.

     (b) Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment, and of the Agreement, shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.

     (c) Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     (d) Descriptive Headings. Descriptive headings of this Amendment are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

     (e) Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts made and to be performed entirely within such State.


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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and effective as of the day and year first above written.

                                              ALLTRISTA CORPORATION


                                              By:

                                              /s/ Desiree DeStefano
                                              -------------------------------
                                              Name:  Desiree DeStefano
                                              Title: Vice President


                                              NATIONAL CITY BANK

                                              By:

                                              /s/ Matthew Hostelley
                                              -------------------------------
                                              Name:  Matthew Hostelley
                                              Title: Assistant Vice President


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