AMENDMENT NO. 1

                                       TO

                                     BY-LAWS

                                       OF

                           ALLTRISTA NEWCO CORPORATION


1.       The By-laws (the "By-laws") of Alltrista Newco Corporation, an Indiana
Corporation, are hereby amended as follows:

         Article V, Sections 1, 3 and 9 of the By-laws are hereby by amended by
deleting such sections in their entirety and inserting the following new
Sections 1, 3 and 9, respectively, in lieu thereof:

                  "Section 1. Officers. The officers of the Corporation shall
              consist of a Chief Executive Officer, President and Secretary, and
              may also consist of a Vice President, Treasurer and Controller and
              any other offices that may be created by the Board. Any two or
              more offices may be held by the same person. The Board of
              Directors by resolution may create and define the duties of other
              offices in the Corporation and shall elect or appoint persons to
              fill all such offices. Election or appointment of an officer shall
              not of itself create contract rights.

                  Section 3. President. The President shall preside at all
              meetings of shareholders. The President shall discharge all the
              duties which devolve upon a presiding officer, and perform such
              other duties as this code of By-laws provides, or the Board of
              Directors and Chief Executive Officer may prescribe. The President
              shall preside at all meetings of the Directors.

                  The President, or in his absence, the Vice-President, shall
              have full authority to execute proxies on behalf of the
              Corporation, to vote shares owned by it in any other corporation,
              and to execute, with the Secretary, powers of attorney appointing
              other corporations, partnerships, or individuals the agent of the
              Corporation, all subject to the provisions of the Indiana Business
              Corporation Law, as from time to time amended, the Articles of
              Incorporation and this code of By-laws.

                  Section 9. Execution of Documents. Unless otherwise provided
              by the Board of Directors, all contracts, leases, commercial
              papers, bonds, deeds, mortgages, certificates of shares, and other
              instruments in writing and legal documents shall be signed by the
              Chief Executive Officer, President, Vice





              President, Secretary or those other officers of the Corporation as
              the Directors may, from time to time, designate. All checks,
              drafts, notes and orders for the payment of money shall be signed
              by the Chief Executive Officer, President, Vice President,
              Secretary or those other officers or employees of the Corporation
              as the Directors may, from time to time, designate."

         Article V of the By-laws is hereby amended by adding the following new
Sections 10 and 11 at the end thereof:


                  "Section 10. Chief Executive Officer. The Chief Executive
              Officer shall have general direction of the affairs of the
              Corporation and general supervision over its several officers,
              subject, however, to the control of the Board of Directors and the
              Chairman of the Board, and in general shall perform such duties
              and, subject to the other provisions of these By-laws, have such
              powers incident to the office of Chief Executive Officer and
              perform such other duties and have such other powers as from time
              to time may be assigned to him by the Board of Directors or the
              Chairman of the Board.

                  Section 11. Controller. The Controller is responsible for
              preparing correct and complete books of account which show
              accurately at all times the financial condition of the
              Corporation, including, but not limited to the preparation of
              balance sheets, income statements, statements of cash flows and
              such other statements as may be required, as well as, budgets and
              forecasts. The Controller shall furnish to the other officers of
              the Company and to the board of directors, upon request,
              statements of the financial condition of the Corporation and such
              other financial information as requested. The Controller has such
              other duties as the Treasurer, other officers of the Corporation
              and the board of directors may from time to time prescribe."

2.       Except as amended herein, the By-laws shall remain unmodified and in
full force and effect.

                  The undersigned hereby certifies that the above and foregoing
amendment was duly adopted by the unanimous written consent of the directors on
June 25, 2002.

This 25th day of June, 2002




                                            By: /s/ Ian Ashken
                                            Title:  Secretary and Treasurer of
                                            Alltrista Newco Corporation