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): February 20, 1997


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



    Delaware                       000-22117                     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 February 20, 1997,  Silgan  Holdings Inc.  (the  "Company")
completed an initial public  offering (the  "Offering")  of 5,175,000  shares of
common stock, par value $.01 per share (the "Common Stock"),  of the Company. In
the Offering, the Company sold to the underwriters 3,700,000 previously unissued
shares of Common Stock at an initial  public  offering price of $20.00 per share
for aggregate net proceeds to the Company of  $68,820,000  (after  deducting the
underwriting  discount but before  deducting  estimated  expenses of  $1,000,000
payable by the Company in  connection  with the  Offering).  The Company  used a
portion  of the net  proceeds  received  by it from the  Offering  to  prepay on
February 20, 1997  approximately  $5.4 million and $3.5 million principal amount
of A term loans and B term loans, respectively,  under the Company's bank credit
agreement,  and will use the  remaining  net  proceeds  received  by it from the
Offering to redeem on March 26, 1997 all of its  remaining  outstanding  13-1/4%
Senior Discount Debentures due 2002 (the "Discount  Debentures")  (approximately
$59.0 million aggregate principal amount).

                  At the advice of the managing  underwriters  for the Offering,
the number of shares of Common  Stock sold in the Offering  was  increased  from
3,700,000 shares (the number of shares originally contemplated to be sold in the
Offering) to 5,175,000 shares (including the underwriters  over-allotment).  The
managing  underwriters for the Offering also advised that the additional  shares
of Common  Stock to be  included in the  Offering be sold by The Morgan  Stanley
Leveraged Equity Fund II, L.P.  ("MSLEF") and Bankers Trust New York Corporation
("BTNY"),  existing stockholders of the Company.  Accordingly,  in the Offering,
MSLEF and BTNY sold to the underwriters  1,317,246 and 157,754 previously issued
and outstanding  shares of Common Stock owned by them,  respectively  (including
602,807 and 72,193  shares of Common Stock,  respectively,  which were sold as a
result of the underwriters  exercise of their over-allotment option in full), or
approximately  18% of the  shares of  Common  Stock  owned by each of them.  The
Company  did not  receive  any of the  proceeds  from the sale of the  shares of
Common Stock by MSLEF or BTNY.

                  Neither  of  the  Company's two other  existing  stockholders,
Messrs.  R. Philip  Silver,  the  Chairman of the Board and  Co-Chief  Executive
Officer  of the  Company,  and D. Greg  Horrigan,  the  President  and  Co-Chief
Executive  Officer  of the  Company,  sold any  shares  of  Common  Stock in the
Offering.  Immediately after the Offering,  each of Messrs.  Silver and Horrigan
beneficially owns  approximately 19% of the issued and outstanding Common Stock,
and MSLEF  beneficially  owns  approximately  31% of the issued and  outstanding
Common Stock.

                  The  Company's  Common Stock is quoted on the Nasdaq  National
Market under the symbol "SLGN".

                  In  addition,  prior to July 22, 1997 the  Company  intends to
issue its 13-1/4%  Subordinated  Debentures  due 2006 in exchange for all of its
outstanding 13-1/4% Exchangeable Preferred Stock Mandatorily Redeemable 2006.


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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:  February 20, 1997




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