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): September 13, 1996


                              SILGAN HOLDINGS INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)



         Delaware                33-28409                         06-1269834
      ---------------    -----------------------             -------------------
      (State or other    (Commission File Number)               (IRS Employer
      jurisdiction of                                        Identification No.)
       incorporation)





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



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






Item 5:  Other Events.

                  On September 13, 1996,  Silgan Holdings Inc.  ("Holdings," and
together with its  subsidiaries  the  "Company")  filed with the  Securities and
Exchange Commission a registration  statement on Form S-2 in connection with its
proposed public offering of shares of its common stock.  Holdings intends to use
the net proceeds from the proposed offering to redeem its remaining  outstanding
13 1/4% Senior  Discount  Debentures due 2002  (approximately  $59 million) (the
"Discount  Debentures")  and,  with any remaining net proceeds from the proposed
offering,  to prepay a portion of the term loans under the Company's bank credit
agreement.  The proposed offering is subject to satisfactory  pricing and market
conditions.  Holdings estimates that upon completion of the proposed offering it
will  redeem  its  remaining  outstanding  Discount  Debentures  no  later  than
approximately 45 days thereafter.

                  The registration  statement  referred to above relating to the
common stock has been filed with the Securities and Exchange  Commission but has
not yet become effective. The common stock may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes effective. This
Current Report shall not constitute an offer to sell or the  solicitation  of an
offer to buy nor  shall  there be any sale of the  common  stock in any state in
which such offer,  solicitation  or sale would be unlawful prior to registration
or qualification  under the securities laws of any such state.  Offers and sales
in  connection  with  the  proposed  offering  may be made  only by  means  of a
prospectus.



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                                   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/ Harley Rankin, Jr.
                                          ----------------------
                                          Harley Rankin, Jr.
                                          Executive Vice President,
                                          Chief Financial Officer
                                          and Treasurer

Date:  September 16, 1996

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