8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 2, 2010

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-22117	06-1269834
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4 Landmark Square, Stamford, Connecticut	06901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (203) 975-7110

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8—Other Events

Item 8.01.    Other Events.

On June 2, 2010, the Registrant announced that its Board of Directors authorized the repurchase by the Registrant of up to $300 million of its common stock from time to time over a period of three years.  For additional information regarding this announcement, refer to Exhibit 99.1 filed with this Current Report on Form 8-K.

Section 9—Financial Statements and Exhibits

Item 9.01.    Financial Statements and Exhibits.

(d)          Exhibits

Exhibit No.                                                      Description

   99.1   Press Release dated June 2, 2010 regarding the authorization for stock repurchases.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SILGAN HOLDINGS INC.
By:	/s/ Frank W. Hogan, III
	Frank W. Hogan, III Senior Vice President, General Counsel  and Secretary

Date:  June 3, 2010

3

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated June 2, 2010 regarding the authorization for stock repurchases.

4

EX-99.1

EXHIBIT 99.1     

News
For Immediate Release

  4 Landmark Square

              Suite 400

              Stamford, CT  06901

              Telephone:    (203) 975-7110

              Fax:              (203) 975-7902

              Contact:

              Robert B. Lewis

              (203) 406-3160

SILGAN ANNOUNCES AUTHORIZATION FOR

STOCK REPURCHASES

STAMFORD, CT, June 2, 2010-- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of consumer goods packaging products, announced today that its Board of Directors has authorized the repurchase of up to $300 million of the Company’s common stock  from time to time over a period of three years.

 “As previously indicated, we have a variety of options to continue to create shareholder value including share repurchases,” said Tony Allott, President and CEO.  “Accordingly, the Board of Directors concluded the Company should have authority for this particular capital deployment option given our strong balance sheet and cash flow,” concluded Mr. Allott.

Pursuant to the repurchase authorization, the Company is authorized to repurchase shares of its common stock in open market and privately negotiated transactions or in any other manner as determined by the Company’s management and in accordance with the requirements of applicable securities laws.  The timing and amount of stock repurchases will depend on a variety of factors, including market conditions and corporate and regulatory considerations. The Company has no obligation to repurchase any amount of its common stock, and such repurchases, if any, may be discontinued at any time.

* * *

SILGAN HOLDINGS

June 2, 2010

Page 2

Silgan Holdings is a leading manufacturer of consumer goods packaging products with annual net sales of approximately $3.1 billion in 2009.  Silgan operates 66 manufacturing facilities in North and South America, Europe and Asia.  In North America, Silgan is the largest supplier of metal containers for food products and a leading supplier of plastic containers for personal care products.  In addition, Silgan is a leading worldwide supplier of metal, composite and plastic vacuum closures for food and beverage products.

* * *