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):  August 8, 2011

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 August 8, 2011, the Registrant announced that its Board of Directors  (i) authorized the repurchase by the Registrant of up to $300 million of its common stock, inclusive of prior authorizations, from time to time for a period beginning on the date of such authorization through and including December 31, 2014 and (ii) declared a quarterly cash dividend on its common stock of $0.11 per share, payable on September 15, 2011 to the holders of record of common stock of the Registrant on September 1, 2011.  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 August 8, 2011 regarding the authorization of stock                              repurchases and the declaration of a quarterly cash dividend.

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:  August 8, 2011

3

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated August 8, 2011 regarding the authorization of stock repurchases and the declaration of a quarterly cash dividend.

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

AND DECLARES QUARTERLY DIVIDEND

STAMFORD, CT, August 8, 2011 -- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of rigid packaging for consumer goods products, announced today that its Board of Directors has authorized an aggregate repurchase of up to $300 million of the Company’s common stock, inclusive of prior authorizations.  This authorization is effective through December 31, 2014.  Additionally, the Board of Directors has declared a quarterly dividend on its common stock.  The Board of Directors approved a $0.11 per share quarterly cash dividend, payable on September 15, 2011 to the holders of record of common stock of the Company on September 1, 2011.

“As in the past, we maintain a disciplined approach to capital deployment with a priority towards growth investments for the Company,” said Tony Allott, President and CEO.  “This authorization will allow us to repurchase stock from time to time.  At this point, we see plenty of opportunities to invest in our business, and we do not envision a large one-time buyback,” concluded Mr. Allott.

***

Silgan Holdings is a leading supplier of rigid packaging for consumer goods products with annual net sales of approximately $3.1 billion in 2010.  Silgan operates 83 manufacturing facilities in North and South America, Europe and Asia.  Silgan is a leading supplier of metal

(more)

SILGAN HOLDINGS

August 8, 2011

Page 2

containers in North America and Europe, and a leading worldwide supplier of metal, composite and plastic vacuum closures for food and beverage products.  In addition, Silgan is a leading supplier of plastic containers for personal care products in North America.

Statements included in this press release which are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934.  Such forward looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and therefore involve a number of uncertainties and risks, including, but not limited to, those described in the Company’s Annual Report on Form 10-K for 2010 and other filings with the Securities and Exchange Commission.  Therefore, the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward looking statements.

***