SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K
                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1995
                                       OR
o            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ______________________ to _______________________

                         Commission file number 1-11200

                               SILGAN CORPORATION
             (Exact name of registrant as specified in its charter)
        Delaware                                          06-1207662
(State of incorporation)                    (I.R.S. Employer 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

        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X  No o

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   X

None of the registrant's voting stock was held by non-affiliates as of March 15,
1996.

As of  March  15,  1996,  the  number  of  shares  outstanding  of  each  of the
registrant's classes of common stock is as follows:

Classes of shares of common stock                               Number of shares
   outstanding,  $0.01 par value                                   outstanding
           Class A                                                       1

<PAGE>


           Class B                                                       1
           Class C                                                       0
                   Documents Incorporated by Reference: None


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                                     PART I

Item 1.  Business

General

        Silgan  Corporation (the "Company" or "Silgan") is a major  manufacturer
of a broad range of steel and aluminum  containers  for human and pet food.  The
Company  also  manufactures  custom  designed  plastic  containers  for  health,
personal care, food, beverage, pharmaceutical and household chemical products in
North America. In 1995, the Company had net sales of approximately $1.1 billion.

        On August  1,  1995,  the  Company's  wholly  owned  subsidiary,  Silgan
Containers  Corporation  ("Containers"),  acquired  from  American  National Can
Company  ("ANC")  substantially  all of the  assets  of  ANC's  Food  Metal  and
Specialty  business  ("AN Can") for  approximately  $349  million.  See "Company
History"  below. AN Can  manufactures  and sells metal food containers and rigid
plastic  containers  for a variety of food  products and metal caps and closures
for food and  beverage  products.  The  acquisition  of AN Can has  enabled  the
Company to diversify  its customer  base and  geographic  presence.  The Company
believes that the  acquisition of AN Can will also result in the  realization of
cost  savings for the  Company.  See  "Management's  Discussion  and Analysis of
Financial  Condition  and  Results of  Operations."  On a pro forma  basis after
giving effect to the  acquisition  of AN Can, in 1995 the Company would have had
net sales of approximately $1.4 billion.

        Management  believes  that the Company is the sixth largest can producer
and the  largest  food  can  producer  in North  America,  as well as one of the
largest  producers in North America of custom  designed  plastic  containers for
health and  personal  care  products.  The Company has grown  rapidly  since its
inception  in 1987  primarily  as a result  of  acquisitions,  but also  through
internally  generated growth. In addition to the acquisition of AN Can in August
1995, Containers acquired the U.S. metal container manufacturing business of Del
Monte Corporation ("Del Monte") in December 1993. See "Company History" below.

        The Company's strategy is to continue to increase its share of the North
American  packaging  market  through  acquisitions,  as  well as  investment  in
internally  generated  opportunities.  The Company  intends to focus  particular
attention on those rigid metal and plastic  container  segments where  operating
synergies are likely.

        The Company is a Delaware corporation formed in August 1987 as a holding
company to acquire interests in various packaging manufacturers.  Prior to 1987,
the Company did not engage in any business.  In June 1989,  the Company became a
wholly  owned  subsidiary  of Silgan  Holdings  Inc.  ("Holdings"),  a  Delaware
corporation whose principal asset is all of the outstanding  common stock of the
Company. See "Company History" below.

        Metal Container Business

        Management  estimates that Containers is currently the sixth largest can
producer and the largest manufacturer of metal food containers in North America.
In 1995,  Containers sold approximately 28% of all metal food containers used in
the United States.  On a pro forma basis after giving effect to the  acquisition
of AN Can, in 1995  Containers  would have sold  approximately  36% of all metal
food containers sold in the United States. Although the food can industry in the
United States is relatively mature in terms of unit sales growth, Containers, on
a pro forma basis after giving effect to the acquisition of AN Can, has realized
compound  annual  unit  sales  growth  in excess  of 16%  since  1987.  Types of
containers  manufactured  include those for vegetables,  fruit,  pet food, meat,
tomato  based  products,  coffee,  soup,  seafood,  evaporated  milk and  infant
formula.  Containers has agreements with Nestle Food Company ("Nestle") pursuant
to which Containers


                                      -1-

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supplies substantially all of its metal container requirements, and an agreement
with Del Monte pursuant to which Containers  supplies  substantially  all of its
metal container  requirements.  In addition to Nestle and Del Monte,  Containers
has multi-year supply  arrangements with other customers.  The Company estimates
that  approximately  80% of  Containers'  sales in 1996 will be pursuant to such
supply arrangements. See "Sales and Marketing" below.

        Containers  has  focused  on  growth  through  acquisition  followed  by
investment in the acquired assets to achieve a low cost position in the food can
segment.  Since its  acquisition  in 1987 of the metal  container  manufacturing
division of Nestle ("Nestle Can"),  Containers has invested  approximately  $131
million in its acquired  manufacturing  facilities  and has spent  approximately
$307 million for the acquisition of additional can manufacturing  facilities and
equipment.  As a result of these efforts and  management's  focus on quality and
service,  Containers  has more than  tripled its  overall  share of the food can
segment in terms of unit sales,  from a share of approximately  10% in 1987 to a
share of approximately  36% in 1995, on a pro forma basis after giving effect to
the acquisition of AN Can.

        Containers  also  manufacturers  and sells certain  specialty  packaging
items,  including  metal caps and closures,  plastic bowls and paper  containers
primarily used by processors  and packagers in the food  industry.  In 1995, the
Company had sales of specialty items of approximately $37 million.

        Plastic Container Business

        Management  believes that the Company's wholly owned subsidiary,  Silgan
Plastics Corporation ("Plastics"), is one of the leading manufacturers of custom
designed,  high density  polyethylene  ("HDPE") and  polyethylene  terephthalate
("PET")  containers sold in North America for health and personal care products.
HDPE containers  manufactured by Plastics  include  personal care containers for
shampoos,   conditioners,   hand  creams,  lotions,  cosmetics  and  toiletries,
household chemical containers for scouring cleaners,  specialty cleaning agents,
lawn and garden chemicals and pharmaceutical  containers for tablets,  laxatives
and eye cleaning  solutions.  Plastics  manufactures  PET custom  containers for
mouthwash,  liquid soap,  skin care lotions,  gastrointestinal  and  respiratory
products,  pourable and viscous salad  dressings,  condiments,  instant coffees,
premium water and liquor. See "Products" below.

        Plastics has grown primarily by strategic acquisition. From a sales base
of $89 million in 1987,  Plastics' sales have grown at a compound rate of 12% to
$220 million in 1995.  Plastics emphasizes  value-added design,  fabrication and
decoration of custom containers. Plastics is aggressively pursuing opportunities
in custom designed PET and HDPE containers for which the market has been growing
principally  due to consumer  preferences  for plastic  containers.  The Company
believes it has  equipment and  technical  expertise to take  advantage of these
growth segments.

Products

        Metal Container Business

        The Company is engaged in the manufacture and sale of steel and aluminum
containers that are used primarily by processors and packagers for human and pet
food. Types of containers manufactured include those for vegetables,  fruit, pet
food, meat, tomato based products,  coffee,  soup, seafood,  evaporated milk and
infant  formula.  The Company  does not produce cans for use in the beer or soft
drink industries.



                                      -2-

<PAGE>



        Plastic Container Business

        The  Company  is also  engaged  in the  manufacture  and sale of plastic
containers primarily used for health,  personal care, food, beverage (other than
carbonated soft drinks), pharmaceutical and household chemical products. Plastic
containers are produced by converting  thermoplastic  materials into  containers
ranging  in size  from 1/2 to 96  ounces.  Emphasis  is on  value-added  design,
fabrication  and  decoration  of  the   containers.   The  Company  designs  and
manufactures  a wide range of  containers  for health and personal care products
such as shampoos,  conditioners, hand creams, lotions, cosmetics and toiletries,
liquid soap,  gastrointestinal and respiratory products, and mouthwash.  Because
these products are characterized by short product life and a demand for creative
packaging,  the containers  manufactured for these products  generally have more
sophisticated designs and decorations. Food and beverage containers are designed
and manufactured (generally to unique specifications for a specific customer) to
contain  products such as salad dressing,  condiments,  instant coffee,  premium
water and liquor. Household chemical containers are designed and manufactured to
contain  polishes,  specialty  cleaning  agents,  lawn and garden  chemicals and
liquid   household   products.   Pharmaceutical   containers  are  designed  and
manufactured  (either in a generic or in a custom-made form) to contain tablets,
solutions and similar products for the ethical and over-the-counter markets.

Manufacturing and Production

        As is the  practice  in the  industry,  most  of the  Company's  can and
plastic  container  customers  provide it with annual  estimates of products and
quantities  pursuant to which  periodic  commitments  are given.  Such estimates
enable the Company to effectively  manage production and control working capital
requirements.  At December 31, 1995,  Containers  had  approximately  80% of its
projected 1996 sales under multi-year contracts. Plastics has purchase orders or
contracts for containers with the majority of its customers.  In general,  these
purchase orders and contracts are for containers made from proprietary molds and
are for a duration of 2 to 5 years.  Both Containers and Plastics schedule their
production to meet their  customers'  requirements.  Because the production time
for the Company's  products is short, the backlog of customer orders in relation
to sales is not significant.

        Metal Container Business

        The Company uses three basic  processes to produce cans. The traditional
three-piece  method  requires  three pieces of flat metal to form a  cylindrical
body with a welded side seam,  a bottom and a top.  The  Company  uses a welding
process for the side seam of three-piece  cans to achieve a superior seal.  High
integrity  of the  side  seam is  further  assured  by the use of  sophisticated
electronic  weld  monitors  and organic  coatings  that are  thermally  cured by
induction  and  convection  processes.  The other two methods of producing  cans
start by forming a shallow cup that is then formed into the desired height using
either the draw and iron process or the draw and redraw process.  Using the draw
and redraw process,  the Company manufactures steel and aluminum two-piece cans,
the height of which does not exceed the  diameter.  For cans the height of which
is greater than the diameter,  the Company  manufactures steel two-piece cans by
using a drawing and ironing  process.  Quality and stackability of such cans are
comparable to that of the shallow two-piece cans described above. Can bodies and
ends are  manufactured  from thin,  high-strength  aluminum alloys and steels by
utilizing  proprietary  tool and die designs and selected can making  equipment.
The Company's manufacturing operations include cutting, coating,  lithographing,
fabricating, assembling and packaging finished cans.

        Plastic Container Business

        The Company utilizes two basic processes to produce plastic bottles.  In
the blow  extrusion  molding  process,  pellets of plastic  resin are heated and
extruded  into a tube of plastic.  A two-piece  metal mold is then closed around
the plastic tube and high pressure air is blown into it causing a bottle to form
in the mold's


                                      -3-

<PAGE>



shape.  In the  injection  blow molding  process,  pellets of plastic  resin are
heated and injected into a mold, forming a plastic preform.  The plastic preform
is then blown into a bottle-shaped metal mold, creating a plastic bottle.

        The Company  believes that its proprietary  equipment for the production
of HDPE containers is particularly well-suited for the use of PCR resins because
of the relatively low capital costs required to convert its equipment to utilize
multi-layer container construction.

        The Company's  decorating  methods for its plastic  products include (1)
in-mold  labeling  which  applies a paper or  plastic  film  label to the bottle
during the blowing process and (2) post-mold  decoration.  Post-mold  decoration
includes (i) silk screen  decoration which enables the applications of images in
multiple colors to the bottle,  (ii) pressure sensitive  decoration which uses a
plastic film or paper label applied by pressure,  (iii) heat transfer decoration
which uses a plastic  film or plastic  coated paper label  applied by heat,  and
(iv) hot stamping  decoration  which transfers  images from a die using metallic
foils.  The  Company  has  state-of-the-art  decorating  equipment,   including,
management believes,  one of the largest sophisticated  decorating facilities in
the Midwest,  which allows the Company to custom-design  new products with short
lead times.

Raw Materials

        The Company does not believe that it is  materially  dependent  upon any
single  supplier  for any of its raw  materials  and,  based  upon the  existing
arrangements with suppliers, its current and anticipated requirements and market
conditions,  the  Company  believes  that it has made  adequate  provisions  for
acquiring raw materials.  Although increases in the prices of raw materials have
generally been passed along to the Company's  customers,  the inability to do so
in the  future  could  have a  significant  impact  on the  Company's  operating
margins.

        Metal Container Business

        The Company uses tin plated and chromium plated steel, aluminum,  copper
wire,  organic  coatings,  lining  compound  and  inks  in the  manufacture  and
decoration of its metal can products.  The Company's  material  requirements are
supplied through  purchase orders with suppliers with whom the Company,  through
its predecessors, has long-term relationships.  If its suppliers fail to deliver
under their arrangements,  the Company would be forced to purchase raw materials
on the open market, and no assurances can be given that it would be able to make
such purchases at comparable  prices or terms. The Company believes that it will
be able to purchase  sufficient  quantities  of steel and aluminum can sheet for
the foreseeable future.

        Plastic Container Business

        The raw  materials  used by the Company for the  manufacture  of plastic
containers are primarily  resins in pellet form such as HDPE-PCR and virgin HDPE
and  PET  and,  to  a  lesser  extent,  low  density  polyethylene,   extrudable
polyethylene  terephthalate,  polyethylene terephthalate glycol,  polypropylene,
polyvinyl  chloride  and  medium  density  polyethylene.   The  Company's  resin
requirements   are  acquired  through   multi-year   arrangements  for  specific
quantities  of resins with  several  major  suppliers  of resins.  The price the
Company  pays for resin raw  materials  is not  fixed and is  subject  to market
pricing.  The  Company  believes  that it will  be able to  purchase  sufficient
quantities of resins for the foreseeable future.



                                      -4-

<PAGE>



Sales and Marketing

        The  Company  markets  its  products  in most  areas  of  North  America
primarily by a direct sales force and through a large  network of  distributors.
Because of the high cost of transporting empty containers, the Company generally
sells to customers  within a 300 mile radius of its  manufacturing  plants.  See
also "Competition" below.

        In 1995, 1994 and 1993, the Company's metal container business accounted
for approximately 80%, 76% and 71%, respectively,  of the Company's total sales,
and the Company's plastic container  business  accounted for approximately  20%,
24% and 29%,  respectively,  of the Company's  total sales. On a pro forma basis
after giving effect to the  acquisition of AN Can, metal and plastic  containers
in 1995 would have  accounted  for  approximately  84% and 16% of the  Company's
total sales,  respectively.  In 1995, 1994 and 1993,  approximately 21%, 26% and
34%,  respectively,  of the Company's  sales were to Nestle and in 1995 and 1994
approximately  15% and 21%,  respectively,  of the  Company's  sales were to Del
Monte. On a pro forma basis after giving effect to the acquisition of AN Can, in
1995  approximately 17% and 11% of the Company's sales would have been to Nestle
and Del Monte,  respectively.  No other customer  accounted for more than 10% of
the Company's total sales during such years.

        Metal Container Business

        Management  believes that the Company is currently the sixth largest can
producer and the largest food can producer in North America. In 1995, Containers
sold  approximately  28% of all metal  food  containers  in the  United  States.
Containers  has entered into  multi-year  supply  arrangements  with many of its
customers,   including  Nestle  and  Del  Monte.  The  Company   estimates  that
approximately  80% of its metal container sales in 1996 will be pursuant to such
arrangements.

        In 1987, the Company, through Containers, and Nestle entered into supply
agreements  (the "Nestle Supply  Agreements")  pursuant to which  Containers has
agreed to supply Nestle with, and Nestle has agreed to purchase from Containers,
substantially all of the can requirements of the former Carnation  operations of
Nestle for a period of ten years, subject to certain conditions.  In 1995, sales
of metal cans by the Company to Nestle were $236.0 million.

                The Nestle  Supply  Agreements  provide for  certain  prices and
specify that such prices will be  increased or decreased  based upon cost change
formulas set forth therein. The Nestle Supply Agreements contain provisions that
require  Containers to maintain certain levels of product  quality,  service and
delivery in order to retain the Nestle  business.  In the event of a breach of a
particular  Nestle Supply  Agreement,  Nestle may  terminate  such Nestle Supply
Agreement but the other Nestle Supply Agreements would remain in effect.

        In  1994,   the  term  of  certain  of  the  Nestle  Supply   Agreements
(representing  approximately 70% of the Company's 1995 unit sales to Nestle) was
extended  through  2001.  Under these Nestle Supply  Agreements,  Nestle has the
right to receive  competitive  bids under narrowly  limited  circumstances,  and
Containers  has the right to match any such bids.  In the event that  Containers
chooses  not to match a  competitive  bid,  Nestle  may  purchase  cans from the
competitive  bidder at the  competitive  bid price for the term of the bid.  The
Company  cannot  predict  the effect,  if any,  of such bids upon its  financial
condition  or  results  of  operations.  The  Company  is  currently  engaged in
discussions  with Nestle regarding the pricing and the extension of the term for
certain can requirements  under these Nestle Supply  Agreements.  On a pro forma
basis after giving effect to the  acquisition  of AN Can, such can  requirements
would have represented approximately 6% of the Company's 1995 sales.



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        The Company has also commenced  discussions  with Nestle with respect to
the continuation beyond 1997 of the other Nestle Supply Agreements,  which would
have represented  approximately 6% of the Company's sales in 1995 on a pro forma
basis after giving  effect to the  acquisition  of AN Can.  Although the Company
intends  to make  every  effort to extend  these  Nestle  Supply  Agreements  on
reasonable  terms and  conditions,  there can be no assurance  that these Nestle
Supply Agreements will be extended.

        On December 21,  1993,  Containers  and Del Monte  entered into a supply
agreement (the "DM Supply Agreement").  Under the DM Supply Agreement, Del Monte
has agreed to purchase from Containers, and Containers has agreed to sell to Del
Monte,  100% of Del Monte's annual  requirements for metal containers to be used
for the  packaging of food and  beverages in the United States and not less than
65% of Del Monte's annual  requirements of metal containers for the packaging of
food and beverages at Del Monte's Irapuato, Mexico facility,  subject to certain
limited  exceptions.  In 1995,  sales of metal  containers by the Company to Del
Monte were $159.4 million.

        The DM  Supply  Agreement  provides  for  certain  prices  for all metal
containers  supplied by Containers to Del Monte  thereunder  and specifies  that
such prices will be  increased  or decreased  based upon  specified  cost change
formulas.

        Under the DM Supply  Agreement,  beginning in December  1998,  Del Monte
may, under certain  circumstances,  receive  proposals with terms more favorable
than  those  under the DM  Supply  Agreement  from  independent  commercial  can
manufacturers  for the supply of containers of a type and quality similar to the
metal containers that Containers  furnishes to Del Monte,  which proposals shall
be for the remainder of the term of the DM Supply  Agreement and for 100% of the
annual volume of containers at one or more of Del Monte's canneries.  Containers
has the right to retain the business subject to the terms and conditions of such
competitive proposal.

        The sale of metal  containers  to  vegetable  and  fruit  processors  is
seasonal  and  monthly  revenues  increase  during  the  months of June  through
October.  As is  common  in the  packaging  industry,  the  Company  must  build
inventory and then carry accounts  receivable for some seasonal customers beyond
the  end of the  season.  The  acquisition  of AN Can  increased  the  Company's
seasonal metal  container  business.  Consistent  with industry  practice,  such
customers may return  unused  containers.  Historically,  such returns have been
minimal.

        Plastic Container Business

        The Company is one of the leading  manufacturers of custom designed HDPE
and PET  containers  sold in North  America.  The  Company  markets  its plastic
containers  in most  areas of North  America  through a direct  sales  force and
through a large network of distributors.  More than 70% of the Company's plastic
containers  are sold for health and personal care  products,  such as hair care,
oral care,  pharmaceutical  and other health care  applications.  The  Company's
customers in these product segments include Helene Curtis Inc., Procter & Gamble
Co., Avon Products,  Inc., Andrew Jergens Inc.,  Chesebrough-Ponds USA Co., Dial
Corp.,  Warner-Lambert  Company and Pfizer Inc.  The Company  also  manufactures
plastic  containers  for food and beverage  products,  such as salad  dressings,
condiments,  instant  coffee and premium  water and liquor.  Customers  in these
product  segments  include  Procter & Gamble Co.,  Kraft  General Foods Inc. and
General Mills, Inc.

        As part of its marketing strategy,  the Company has arrangements to sell
some of its plastic products to  distributors,  which in turn sell such products
primarily  to  small-size  regional   customers.   Plastic  containers  sold  to
distributors are manufactured by using generic molds with decoration,  color and
neck  finishes  added to meet the  distributors'  individual  requirements.  The
distributors'  warehouses and their sales personnel enable the Company to market
and inventory a wide range of such products to a variety of customers.


                                      -6-

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        Plastics has written  purchase  orders or contracts for containers  with
the majority of its customers.  In general,  these purchase orders and contracts
are for containers made from proprietary  molds and are for a duration of 2 to 5
years.

Competition

        The packaging  industry is highly  competitive.  The Company competes in
this  industry  with other  packaging  manufacturers  as well as  fillers,  food
processors and packers who manufacture containers for their own use and for sale
to others.  The Company attempts to compete  effectively  through the quality of
its  products,  pricing  and its  ability  to  meet  customer  requirements  for
delivery,  performance and technical assistance. The Company also pursues market
niches such as the manufacture of easy-open ends and special feature cans, which
may differentiate the Company's products from its competitors' products.

        Because of the high cost of transporting  empty containers,  the Company
generally  sells to  customers  within a 300 mile  radius  of its  manufacturing
plants. Strategically located existing plants give the Company an advantage over
competitors from other areas, and the Company would be disadvantaged by the loss
or relocation of a major customer. As of February 28, 1996, the Company operated
44  manufacturing  facilities,  geographically  dispersed  throughout the United
States and Canada, that serve the distribution needs of its customers.

        Metal Container Business

        Management  believes that the metal food  containers  segment is mature.
Some  self-manufacturers  have sold or closed can  manufacturing  operations and
entered into long-term supply  agreements with the new owners or with commercial
can  manufacturers.  Of the commercial metal can  manufacturers,  Crown Cork and
Seal  Company,  Inc. and Ball  Corporation  are the Company's  most  significant
national  competitors.  As an alternative to purchasing cans from commercial can
manufacturers,   customers   have  the  ability  to  invest  in   equipment   to
self-manufacture their cans.

        Although metal containers face continued competition from plastic, paper
and composite containers, management believes that metal containers are superior
to plastic and paper containers in applications where the contents are processed
at high temperatures,  where the contents are packaged in large or institutional
quantities  (14  to 64  oz.)  or  where  long-term  storage  of the  product  is
desirable.  Such applications  include canned vegetables,  fruits, meats and pet
foods. These sectors are the principal areas for which the Company  manufactures
its products.

        Plastic Container Business

        Plastics  competes with a number of large national  producers of health,
personal care, food,  beverage,  pharmaceutical  and household  chemical plastic
container products,  including  Owens-Brockway  Plastics Products, a division of
Owens-Illinois, Inc., Constar Plastics Inc., a subsidiary of Crown Cork and Seal
Company,  Inc., Johnson Controls Inc.,  Continental  Plastics Inc. and Plastipak
Packaging Inc. In order to compete effectively in the constantly changing market
for plastic  bottles,  the Company must remain  current with, and to some extent
anticipate innovations in, resin composition and applications and changes in the
manufacturing of plastic bottles.



                                      -7-

<PAGE>



Employees

        As of December 31, 1995, the Company employed approximately 940 salaried
and 4,170 hourly employees on a full-time basis,  including  approximately 1,400
employees  who  joined  the  Company  on  August  1,  1995  as a  result  of the
acquisition of AN Can. Approximately 63% of the Company's hourly plant employees
are represented by a variety of unions.

        The Company's labor  contracts  expire at various times between 1996 and
2008.  Contracts  covering  approximately  12% of the Company's hourly employees
presently expire during 1996. The Company expects no significant  changes in its
relations with these unions.  Management believes that its relationship with its
employees is good.

Regulation

        The Company is subject to federal,  state and local  environmental  laws
and regulations.  In general,  these laws and regulations limit the discharge of
pollutants  into the air and water and establish  standards  for the  treatment,
storage,  and disposal of solid and hazardous  waste.  The Company believes that
all of its facilities are either in compliance in all material respects with all
presently  applicable  environmental  laws and  regulations  or are operating in
accordance with  appropriate  variances,  delayed  compliance  orders or similar
arrangements.

        In addition to costs associated with regulatory compliance,  the Company
may be held liable for alleged  environmental  damage  associated  with the past
disposal of hazardous substances. Generators of hazardous substances disposed of
at sites at which  environmental  problems are alleged to exist,  as well as the
owners of those  sites and  certain  other  classes of  persons,  are subject to
claims  under  the  Comprehensive  Environmental  Response,   Compensation,  and
Liability  Act of 1980  ("CERCLA")  regardless  of fault or the  legality of the
original disposal.  Liability under CERCLA and under many similar state statutes
is joint and several,  and, therefore,  any responsible party may be held liable
for the entire  cleanup  cost at a  particular  site.  Other state  statutes may
impose  proportionate  rather  than joint and  several  liability.  The  federal
Environmental  Protection  Agency  or a  state  agency  may  also  issue  orders
requiring  responsible  parties  to  undertake  removal or  remedial  actions at
certain sites.  Pursuant to the agreement relating to the acquisition in 1987 of
Nestle  Can,  the  Company has  assumed  liability  for the past waste  disposal
practices of Nestle Can. In 1989, the Company  received notice that it is one of
many  potentially  responsible  parties (or  similarly  designated  parties) for
cleanup of hazardous waste at a site to which it (or its predecessor Nestle Can)
is  alleged  to have  shipped  such  waste and at which the  Company's  share of
cleanup costs could exceed $100,000. See "Legal Proceedings."

        Pursuant  to the  agreement  relating  to the  acquisition  in 1987 from
Monsanto Company  ("Monsanto") of substantially  all of the business and related
fixed assets and inventory of Monsanto's plastic containers  business ("Monsanto
Plastic  Containers"),   Monsanto  has  agreed  to  indemnify  the  Company  for
substantially all of the costs attributable to the past waste disposal practices
of Monsanto  Plastic  Containers.  In connection with the  acquisition  from Del
Monte of  substantially  all of the fixed  assets  and  working  capital  of its
container  manufacturing business in the United States ("DM Can"), Del Monte has
agreed to  indemnify  the Company for a period of three years for  substantially
all  of  the  costs  attributable  to  any  noncompliance  by DM  Can  with  any
environmental law prior to the closing,  including all of the costs attributable
to the  past  waste  disposal  practices  of DM  Can.  In  connection  with  the
acquisition  of AN Can,  subject  to  certain  limitations,  ANC has  agreed  to
indemnify the Company for a period of three years for the costs  attributable to
any  noncompliance  by AN Can with any  environmental  law prior to the closing,
including costs attributable to the past waste disposal practices of AN Can.

        The  Company is subject  to the  Occupational  Safety and Health Act and
other laws regulating noise exposure levels and other safety and health concerns
in the production areas of its plants.


                                      -8-

<PAGE>




        Management  does not  believe  that any of the matters  described  above
individually  or in the aggregate  will have a material  effect on the Company's
capital expenditures, earnings, financial position or competitive position.

Research and Technology

        Metal Container Business

        The Company's  research,  product  development  and product  engineering
efforts relating to its metal containers are currently conducted at its research
centers  at  Oconomowoc,   Wisconsin;  Neenah,  Wisconsin  and  at  other  plant
locations.  The  Company is  building a  state-of-the-art  research  facility in
Oconomowoc, Wisconsin in order to consolidate its two main research centers into
one facility.

        Plastic Container Business

        The Company's  research,  product  development  and product  engineering
efforts with respect to its plastic  containers  are currently  performed by its
manufacturing  and  engineering  personnel  located  at  its  Norcross,  Georgia
facility.  In addition to its own research and  development  staff,  the Company
participates in arrangements with three non-U.S. plastic container manufacturers
that call for an exchange of technology among these  manufacturers.  Pursuant to
these  arrangements,  the Company  licenses its blow molding  technology to such
manufacturers.

Company History

        The Company was organized in August 1987 as a holding company to acquire
interests in various packaging  manufacturers.  On August 31, 1987, the Company,
through  Containers,  purchased  from Nestle the business and related assets and
working  capital of Nestle Can for  approximately  $151  million in cash and the
assumption of substantially all of the liabilities of Nestle Can. Also on August
31, 1987, the Company,  through Plastics,  purchased from Monsanto substantially
all the business  and related  fixed  assets and  inventory of Monsanto  Plastic
Containers for  approximately  $43 million in cash and the assumption of certain
liabilities of Monsanto Plastic Containers. To finance these acquisitions and to
pay related fees and expenses,  the Company issued common stock, preferred stock
and senior subordinated notes and borrowed amounts under its credit agreement.

        During 1988,  Containers  acquired from The Dial  Corporation  its metal
container  manufacturing  division  known as the Fort Madison Can Company ("Fort
Madison"),  and from  Nestle  its  carton  manufacturing  division  known as the
Seaboard Carton Division ("Seaboard").

        During 1989,  Plastics acquired Aim Packaging,  Inc. ("Aim") and Fortune
Plastics,  Inc. ("Fortune") in the United States, and Express Plastic Containers
Limited  ("Express") in Canada, to improve its competitive  position in the HDPE
container segment.

        Holdings was organized in April 1989 as a holding company to acquire all
of the  outstanding  common  stock  of the  Company.  On June 30,  1989,  Silgan
Acquisition, Inc. ("Acquisition"), a wholly owned subsidiary of Holdings, merged
with and into the Company,  and the Company became a wholly owned  subsidiary of
Holdings (the "1989 Mergers").

        In 1989,  the Company  acquired the business and related assets of Amoco
Container  Company  ("Amoco  Container").  In November  1991,  Plastics sold its
nonstrategic PET carbonated  beverage bottle business (the "PET Beverage Sale"),
exiting that commodity business.


                                      -9-

<PAGE>



        In 1992, Silgan and Holdings  refinanced a substantial  portion of their
indebtedness (the  "Refinancing")  pursuant to a plan to improve their financial
flexibility. The Refinancing included the public offering in June 1992 by Silgan
of $135 million  principal amount of its 11-3/4% Senior  Subordinated  Notes due
2002 (the "11- 3/4% Notes") and the public  offering in June 1992 by Holdings of
its 13-1/4% Senior Discount Debentures due 2002 (the "Discount  Debentures") for
an aggregate  amount of proceeds of $165.4 million.  Additionally,  in June 1992
Aim,  Fortune  and  certain  other  subsidiaries  of  Plastics  were merged into
Plastics.

        On December 21, 1993,  Containers  acquired from Del Monte substantially
all of the fixed  assets and certain  working  capital of Del Monte's  container
manufacturing   business  in  the  United   States  for  a  purchase   price  of
approximately $73 million and the assumption of certain limited liabilities.  To
finance the acquisition, (i) Silgan, Containers and Plastics (collectively,  the
"Borrowers") entered into a credit agreement, dated as of December 21, 1993 (the
"1993 Credit  Agreement")  with the lenders from time to time party thereto (the
"Banks"),  Bank of America National Trust and Savings Association,  as Co-Agent,
and Bankers Trust Company ("Bankers Trust"),  as Agent, and (ii) Holdings issued
and sold to Mellon Bank,  N.A., as trustee for First Plaza Group Trust,  a group
trust  established  under  the laws of the  State of New York  ("First  Plaza"),
250,000  shares  of its Class B Common  Stock,  par  value  $.01 per share  (the
"Holdings  Stock"),  for a purchase  price of $60.00 per share and an  aggregate
purchase  price of $15 million.  Additionally,  Silgan,  Containers and Plastics
borrowed  term and working  capital  loans under the 1993  Credit  Agreement  to
refinance  and repay in full all  amounts  owing  under  their  previous  credit
agreement.

        On August 1, 1995, Containers acquired from ANC substantially all of the
assets of ANC's  Food  Metal and  Specialty  business  for a  purchase  price of
approximately  $349 million and the assumption of specific limited  liabilities.
To finance the acquisition,  Silgan, Containers and Plastics (collectively,  the
"Borrowers")  entered into a $675 million credit  facility  pursuant to a credit
agreement,  dated as of August 1, 1995 (the "Credit Agreement") with the lenders
from time to time party thereto (the "Banks"),  Bankers Trust, as Administrative
Agent and Co-Arranger,  and Bank of America Illinois, as Documentation Agent and
Co-Arranger.  Containers  used  funds  borrowed  under the Credit  Agreement  to
finance  in  full  the  purchase  price  for  its  acquisition  of AN Can and to
refinance  and repay in full all amounts  owing under the 1993 Credit  Agreement
and Silgan's  $50 million of Senior  Secured  Floating  Rate Notes due 1997 (the
"Secured Notes"). Additionally, the Company has used borrowings under the Credit
Agreement to make  non-interest  bearing advances to Holdings to enable Holdings
to purchase $61.7 million face amount of the Discount Debentures, which Discount
Debentures have been canceled.


Item 2.  Properties

        Silgan's  and  Holdings'  principal  executive  offices are located at 4
Landmark Square,  Stamford,  Connecticut 06901. The administrative  headquarters
and  principal  places of business  for  Containers  and Plastics are located at
21800 Oxnard Street,  Woodland Hills, California 91367 and 14515 N. Outer Forty,
Chesterfield, Missouri 63017, respectively. All of these offices are leased by
the Company.

        The Company owns and leases properties for use in the ordinary course of
business.  Such properties consist primarily of 30 metal container manufacturing
facilities,  11  plastic  container  manufacturing  facilities  and 3  specialty
packaging manufacturing  facilities.  Nineteen of these facilities are owned and
25 are leased by the Company. The leases expire at various times through 2020.
Some of these leases provide renewal options.



                                      -10-

<PAGE>



        Below  is a  list  of  the  Company's  operating  facilities,  including
attached warehouses, as of February 28, 1996 for its metal container business:
  
                                                                   Approximate
                                                                  Building Area
      Location                                                    (square feet)
      --------                                                    -------------
      City of Industry, CA                                       50,000 (leased)
      Kingsburgh, CA                                             37,783 (leased)
      Modesto, CA                                                35,585 (leased)
      Modesto, CA                                               128,000 (leased)
      Modesto, CA                                               150,000 (leased)
      Riverbank, CA                                             167,000
      San Leandro, CA                                           200,000 (leased)
      Stockton, CA                                              243,500
      Broadview, IL                                              85,000
      Hoopeston, IL                                             323,000
      Rochelle, IL                                              175,000
      Waukegan, IL                                               40,000 (leased)
      Woodstock, IL                                             160,000 (leased)
      Evansville, IN                                            188,000
      Hammond, IN                                               160,000 (leased)
      Laporte, IN                                               144,000 (leased)
      Fort Madison, IA                                           66,000
      Ft. Dodge, IA                                              49,500 (leased)
      Savage, MN                                                160,000
      St. Paul, MN                                              470,000
      West Point, MS                                             25,000 (leased)
      Mt. Vernon, MO                                            100,000
      Northtown, MO                                             112,000 (leased)
      St. Joseph, MO                                            173,725
      Edison, NJ                                                280,000
      Crystal City, TX                                           26,045 (leased)
      Toppenish, WA                                              98,000
      Vancouver, WA                                             127,000 (leased)
      Menomonee Falls, WI                                       116,000
      Menomonie, WI                                              60,000 (leased)
      Oconomowoc, WI                                            105,200
      Plover, WI                                                 58,000 (leased)
      Waupun, WI                                                212,000

                In addition  to the above  facilities,  the  Company  intends to
purchase from ANC its St. Louis, MO facility by June 1996.


                                      -11-

<PAGE>



        Below  is a  list  of  the  Company's  operating  facilities,  including
attached warehouses, as of February 28, 1996 for its plastic container business:

                                                                   Approximate
                                                                  Building Area
      Location                                                   (square feet)

      Anaheim, CA                                               127,000 (leased)
      Deep River, CT                                            140,000
      Monroe, GA                                                117,000
      Norcross, GA                                               59,000 (leased)
      Ligonier, IN                                              284,000 (leased)
      Ligonier, IN                                              193,000
      Seymour, IN                                               406,000
      Franklin, KY                                              122,000 (leased)
      Port Clinton, OH                                          336,000 (leased)
      Langhorne, PA                                             156,000 (leased)
      Mississauga, Ontario                                       80,000 (leased)
      Mississauga, Ontario                                       60,000 (leased)

        The Company owns and leases certain other warehouse  facilities that are
detached from its manufacturing facilities.  All of the Company's facilities are
subject to liens in favor of the Banks.

        The Company  believes that its plants,  warehouses and other  facilities
are in good operating condition, adequately maintained, and suitable to meet its
present needs and future  plans.  The Company  believes  that it has  sufficient
capacity to satisfy the demand for its products in the  foreseeable  future.  To
the extent that the Company needs additional capacity,  management believes that
the Company can convert certain  facilities to continuous  operation or make the
appropriate capital expenditures to increase capacity.


Item 3.  Legal Proceedings

        Appraisal  Petition  Arising  from  1989  Mergers.  In  connection  with
appraisal proceedings filed by certain former holders of 400,000 shares of stock
of Silgan in respect of the 1989 Mergers,  on June 15, 1995,  the Delaware Court
of Chancery  awarded  these  former  stockholders  $5.94 per share,  plus simple
interest at a rate per annum of 9.5%. This award was less than the amount, $6.50
per share,  that these  former  stockholders  would  have  received  in the 1989
Mergers.  The right of these former  stockholders to appeal the Chancery Court's
decision has expired,  and Silgan has tendered payment for such shares. Prior to
the trial for the appraisal,  Silgan and the former holders of 650,000 shares of
Silgan's stock agreed to a settlement  with respect to the value of such shares,
and Silgan made payment in full in respect of such settlement.

        Katell/Desert  Complaint.  With respect to a complaint  filed by certain
limited  partners of The Morgan Stanley  Leveraged  Equity Fund, L.P.  against a
number of defendants,  including  Silgan and Holdings,  the court  dismissed all
claims against Silgan and Holdings by memorandum opinion and order dated January
14, 1993. The court denied  plaintiffs' motion to reargue the dismissal by order
dated March 29, 1993. The plaintiffs' time to appeal the dismissal of the claims
against  Silgan and  Holdings  expired  following  the  dismissal  of the claims
against certain other defendants in June 1995.

        Summer del Caribe.  On October 17,  1989,  the State of  California,  on
behalf of the  California  Department  of Health  Services,  filed a suit in the
United States District Court for the Northern District of


                                      -12-

<PAGE>



California  against the owners and operators of a recycling facility operated by
Summer del Caribe,  Inc., Dale Summer and Lynn Rodich.  The complaint also named
16 can manufacturing companies, including Silgan, that had sent small amounts of
solder dross to the facility for recycling as  "Responsible  Parties"  under the
California  Superfund statute.  The Company is one of 16 defendant can companies
participating  in a steering  committee.  The  steering  committee  has actively
undertaken a feasibility  study which was approved by the California  Department
of Toxic  Substances  in June 1994.  The  Company  has agreed with the other can
company  defendants  that Silgan's  apportioned  share of cleanup costs would be
6.72% of the total cost of cleanup.  On March 14, 1995,  the court  approved the
Consent Order settling the case and reaffirming Silgan's 6.72% apportioned share
of the  cleanup  costs.  Although  the total  cost of  cleanup  has not yet been
determined, the Company understands that the State of California's current worst
case  estimate  of total  cleanup  costs for all  parties is $5.5  million.  The
steering  committee  believes  that  the  cost to  remediate  will be less  than
one-half  the  government's  estimate.  Accordingly,  the Company  believes  its
maximum  exposure is not  greater  than 6.72% of $3  million,  or  approximately
$202,000.

        Other.  Other  than the  actions  mentioned  above,  there  are no other
material  pending legal  proceedings to which the Company is a party or to which
any of its properties are subject.


Item 4.  Submission of Matters to a Vote of Security Holders.

        None.




                                      -13-

<PAGE>



                                    PART II

Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters.

        The  Company's  common  stock is not  publicly  traded on any  market or
exchange.  All of the  outstanding  common  stock  of the  Company  is  held  by
Holdings.  Other than the  payment of a $15.7  million  dividend  to Holdings in
connection with the Refinancing in 1992 and payments  aggregating  $10.7 million
to  Holdings  in 1995 and 1994 to enable  Holdings  to make  payments  to former
shareholders of Silgan in connection with the 1989 Mergers,  the Company has not
paid any dividends on its common stock.  Unless certain financial tests are met,
the Company is prohibited  under the Credit  Agreement from paying any dividends
on its Common Stock.  Also,  the indenture  relating to the 11-3/4% Notes limit,
subject to certain  exceptions,  the  Company's  ability to pay dividends on its
common  stock.  The Company  does not intend to pay any  dividends on its common
stock in the  foreseeable  future,  except for  dividends  to Holdings to enable
Holdings to pay interest on the Discount  Debentures  beginning in December 1996
and dividends to fund Holdings'  consolidated federal and state tax obligations.
Under  certain  circumstances,  the  Company  may make  advances  to Holdings as
permitted under the Credit  Agreement and the indenture  relating to the 11-3/4%
Notes.  During 1995,  the Company  advanced  $57.6  million to  Holdings,  which
Holdings used to repurchase Discount Debentures.


Item 6.  Selected Financial Data.

        Set forth below are selected historical  consolidated  financial data of
the Company at December 31, 1995,  1994, 1993, 1992 and 1991 and for the periods
then ended.

        The selected historical consolidated financial data at December 31, 1995
and 1994 and for each of the three years in the period  ended  December 31, 1995
(with  the  exception  of  employee   data)  was  derived  from  the  historical
consolidated  financial  statements  of the Company for such  periods  that were
audited  by  Ernst & Young  LLP,  independent  auditors,  whose  report  appears
elsewhere  in  this  Annual  Report  on Form  10-K.  The  selected  consolidated
historical  financial data at December 31, 1993, 1992 and 1991 and for the years
ended  December  31,  1992 and 1991 were  derived  from the  historical  audited
consolidated financial statements for such periods.

        The selected  historical  consolidated  financial data should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations  and the audited  financial  statements  and  accompanying
notes thereto included elsewhere in this Annual Report on Form 10-K.



                                      -14-

<PAGE>



                            SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                                 1995<F1>     1994<F2>    1993<F2>    1992        1991<F3>
                                                 -------      -------     -------     ----        -------
<S>                                             <C>           <C>         <C>         <C>         <C>
                                                                         (Dollars in thousands)
Operating Data:
Net sales...................................... $1,101,905    $861,374    $645,468    $630,039    $678,211
Cost of goods sold.............................    970,491     748,290     571,174     554,972     605,185
                                                   -------     -------     -------     -------     -------
Gross profit...................................    131,414     113,084      74,294      75,067      73,026
Selling, general and administrative
    expenses...................................     45,734      37,160      31,821      32,274      33,223
Reduction in carrying value of assets..........     14,745      16,729        --          --          --
                                                    ------     -------     -------   ---------     -------
Income from operations.........................     70,935      59,195      42,473      42,793      39,803
Interest expense and other related
    financing costs............................     52,462      36,142      27,928      26,916      28,981
                                                    ------     -------     -------     -------     -------
Income before income taxes.....................     18,473      23,053      14,545      15,877      10,822
Income tax provision <F4>......................      8,700      11,000       6,300       2,200       1,500
                                                   -------     -------      -------   --------    --------
Income before extraordinary charges and
    cumulative effect of changes in accounting
    principles.................................      9,773      12,053       8,245      13,677       9,322
Extraordinary charges relating to early
    extinguishment of debt.....................     (2,967)       --          (841)     (9,075)       --
Cumulative effect of changes in accounting
    principles, net of taxes <F5> ..............       --          --        (9,951)        --         --
                                                  ---------   --------    --------    --------      ------
Net income (loss)..............................      6,806      12,053      (2,547)      4,602       9,322
Preferred stock dividend requirements.........       ---          --          --         2,745       3,889
                                                  ---------   --------    ---------   --------     -------
Net income (loss) applicable to
    common stockholder.........................  $   6,806     $12,053     $(2,547)  $   1,857   $   5,433
                                                   ========    =======     ========  =========   =========

Balance Sheet Data (at end of period):
Fixed assets...................................   $487,301    $251,810     $290,395   $223,879    $230,501
Total assets...................................    946,319     500,148      492,064    382,154     382,330
Total long-term debt...........................    549,610     282,568      305,000    206,681     140,701
Redeemable preferred stock.....................      --           --           --         --        27,878
Common stockholder's equity....................     70,456      63,345       52,803     32,775      46,642


Other Data:
EBDITA <F6>....................................   $133,141    $115,326      $76,769    $74,547     $72,651
EBDITA as a percentage of net sales............      12.1%       13.4%        11.9%      11.8%       10.7%
Capital expenditures...........................   $ 51,897    $ 29,184      $42,480    $23,447     $21,834
Depreciation and amortization <F7>.............   $ 45,388    $ 37,187      $33,818    $31,754     $32,848
Number of employees (at end of period) <F8>....      5,110       4,000        3,330      3,340       3,560



                                                              (footnotes follow)


                                      -15-

<PAGE>


<FN>
                        Notes to Selected Financial Data

<F1>  On August 1, 1995, the Company acquired from ANC  substantially all of the
      assets of ANC's Food Metal and Specialty  business.  The  acquisition  was
      accounted for as a purchase transaction and the results of operations have
      been included with the Company's  historical  results from the acquisition
      date.  See  Note  3 to  the  Consolidated  Financial  Statements  included
      elsewhere in this Annual Report on Form 10-K.

<F2>  On December 21, 1993,  the Company  acquired from Del Monte  substantially
      all of the fixed  assets and  certain  working  capital  of its  container
      manufacturing  business.  The  acquisition was accounted for as a purchase
      transaction  and the results of  operations  have been  included  with the
      Company's  historical results from the acquisition date. See Note 3 to the
      Consolidated Financial Statements included elsewhere in this Annual Report
      on Form 10-K.

<F3>  On November 15, 1991,  the Company  completed the PET Beverage  Sale.  For
      1991, sales from the PET carbonated beverage business were $33.4 million.

<F4>  Effective  January 1, 1993,  the Company  adopted  Statement  of Financial
      Accounting  Standards  ("SFAS") No. 109,  "Accounting  for Income  Taxes,"
      which  requires  the Company to provide for taxes as if it were a separate
      taxpayer.  The Company has not elected to restate its financial statements
      for  years  prior to  1993,  and has  calculated  its tax  provision  on a
      separate company basis with the exception of certain matters covered under
      a tax allocation  agreement with Holdings under which the Company obtained
      a federal tax benefit for Holdings' tax losses.

<F5>  During 1993, the Company adopted SFAS No. 106,  "Employers  Accounting for
      Postretirement  Benefits Other than Pensions" and SFAS No. 112, "Employers
      Accounting  for  Postemployment  Benefits." The Company has elected not to
      restate prior year's financial statements for these pronouncements.

<F6>  "EBDITA"  means  consolidated  net income  before  extraordinary  charges,
      cumulative effect of changes in accounting  principles and preferred stock
      dividends  plus, to the extent  reflected in the income  statement for the
      period  for which  consolidated  net income is to be  determined,  without
      duplication,  (i) consolidated  interest expense, (ii) income tax expense,
      (iii)  depreciation  expense,  (iv)  amortization  expense,  (v)  expenses
      relating  to  postretirement  health  care costs  which  amounted  to $1.7
      million  in 1995,  $0.7  million in 1994 and $0.5  million  in 1993,  (vi)
      charges  relating to the vesting of benefits under SARs of $0.4 million in
      1995 and $1.5 million in 1994 and (vii) the reduction in carrying value of
      assets of $14.7 million and $16.7 million in 1995 and 1994,  respectively.
      EBDITA is being presented by the Company as a supplement to the discussion
      of the Company's  operating income and cash flow from operations  analysis
      because the Company believes that certain persons may find it to be useful
      in measuring  the Company's  performance  and ability to service its debt.
      EBDITA is not a substitute for GAAP operating and cash flow data.

<F7>  Depreciation  and  amortization  excludes  amortization  of debt financing
      costs.

<F8>  The number of employees at December 31, 1993  excludes 650  employees  who
      joined the Company on December 21, 1993 as a result of the  acquisition by
      Containers  of DM Can.  The  number of  employees  at  December  31,  1995
      includes approximately 1,400 employees who joined the Company on August 1,
      1995 as a result of the acquisition by Containers of AN Can.
</FN>
</TABLE>

                                      -16-

<PAGE>



Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

      The  Company  has  focused  on growth  through  acquisitions  followed  by
investment in the acquired  assets to gain production  efficiencies  and provide
internal growth. Since the Company's inception in 1987, the metal food container
business,  which had sales of $882 million in 1995, has realized compound annual
growth of 16% through  both  acquisitions  of food can  businesses  and internal
growth. Since 1993, the Company has made two significant acquisitions. On August
1, 1995 the Company acquired AN Can and in December 1993 the Company acquired DM
Can. On a pro forma  basis after  giving  effect to the  acquisition  of AN Can,
sales for the Company's metal container business would have been $1.2 billion in
1995.  Since 1987, the Company,  on a pro forma basis after giving effect to the
acquisition  of AN Can,  has  realized  annual  sales  growth in its metal  food
container business in excess of 21%.

      The Company believes that its investments have enabled it to achieve a low
cost position in the food can segment. To further enhance its low cost position,
the  Company  has  realized   cost   reduction   opportunities   through   plant
rationalization  and equipment  investment  as well as from improved  production
scheduling  and line  reconfiguration.  Since 1992, the Company has closed eight
smaller, higher cost metal container facilities,  including five facilities that
were  closed  in  1995  as a  result  of the  integration  of the  manufacturing
operations of DM Can.  Management believes that the acquisition of AN Can, which
has seventeen manufacturing  facilities,  provides the Company with further cost
reduction  opportunities not only through production and manufacturing synergies
which it will  realize  from  the  combined  operations  but  also  through  the
integration of the selling, general and administrative operations of AN Can into
the Company's existing metal container business. The Company anticipates it will
fully  realize the  benefits of  integrating  these  selling and  administrative
functions and certain of the manufacturing  synergies by late 1996. On the other
hand, benefits which may be realized by rationalization of plant operations will
not occur before 1997.  Because AN Can has higher labor costs than the Company's
existing  metal  container   business  and  any  benefits  realized  from  plant
rationalizations  will not occur until after 1996, the Company  expects that the
gross margin for its metal  container  business  will decline  modestly from its
historical rate in 1996.

      Although employee termination costs associated with plant rationalizations
and  administrative  workforce  reductions and other plant exit costs associated
with the  acquisition of AN Can have been accrued  through  purchase  accounting
adjustments,  the Company has  incurred  in 1995 and will be  incurring  in 1996
other non-recurring costs which under current accounting  pronouncements will be
charged against operating income.  These costs,  which include redundant charges
related to the integration of the  administrative  and general functions as well
as costs associated with plant rearrangement and clean-up,  were $3.2 million in
1995 and are expected to be approximately $4.0 million in 1996.

      To enhance its  competitive  position,  the Company  believes  that it has
maintained  a  stable   customer  base  by  entering  into   multi-year   supply
arrangements with a majority of its metal food can customers.  Such arrangements
generally  provide for pricing changes in accordance with cost change  formulas,
thereby reducing the Company's exposure to the volatility of raw material prices
but also limiting the Company's  ability to increase prices.  The arrangement to
supply  substantially  all of Del Monte's metal  container  requirements  in the
United  States under the DM Supply  Agreement  extends to December  2003 and the
arrangement  to  supply  a  majority  of  Nestle's   domestic  metal   container
requirements under the Nestle Supply Agreements  extends through 2001.  Revenues
from these two customers represented approximately 45% of net sales by the metal
container business in 1995. The acquisition of AN Can has enabled the Company to
diversify its customer base and expand its domestic geographic presence. Similar
to the Company's existing metal container business, AN Can has multi-year supply
arrangements with many of its metal food container  customers.  As a result, the
Company estimates that  approximately 80% of its 1996 metal container sales will
be subject  to long term  contracts.  Furthermore,  on a pro forma  basis  after
giving effect to the acquisition of AN Can, for 1995 the


                                      -17-

<PAGE>



Company's  sales to  Nestle  and Del Monte  would  have  declined  to 33% of the
Company's total metal container sales.

      The Company  believes that it is likely that the unit volume for its metal
container business,  on a pro forma basis after giving effect to the acquisition
of AN Can, will decline in 1996 and possibly in 1997 from the aggregate  volumes
realized by Silgan and AN Can on a stand-alone  basis. The Company believes that
certain  customers,  who had a majority  of their can  requirements  supplied by
Silgan and AN Can, will seek additional suppliers.  Additionally, the Company is
negotiating the extension of supply arrangements with many customers,  including
the supply  arrangements  with  Nestle  that  expire in 1997,  which  would have
represented approximately 6% of the Company's sales in 1995 on a pro forma basis
after giving effect to the acquisition of AN Can. There can be no assurance that
the Company  will be  successful  in its efforts to maintain  this volume on the
same terms and conditions that currently exist.

      The plastic container  business has grown from a sales base of $89 million
in 1987 to $220  million in 1995.  In 1989,  the Company  acquired  four plastic
container  manufacturers  to improve  its  competitive  position  in the plastic
container segment. As a result of these acquisitions, the Company implemented an
aggressive consolidation and rationalization program during the period from 1991
through 1993,  closing three  manufacturing  facilities  and  consolidating  the
technical and  administrative  functions of its plastic container  business.  An
additional facility was closed in 1995. To gain further production efficiencies,
the Company has made  significant  capital  investment in its plastic  container
business  over the past few years.  In 1994,  the  Company  began to realize the
benefits of the consolidation and rationalization program as well as the capital
investment   program.   Currently,   the   Company  is   aggressively   pursuing
opportunities  in  custom-designed  PET and HDPE containers for which the market
has been growing principally due to consumer preferences for plastic containers.
The Company  believes  that it has  equipment  and  technical  expertise to take
advantage of these growth segments.

      In  conjunction  with the  acquisition of AN Can,  Silgan,  Containers and
Plastics  entered into a $675.0  million  credit  facility with various banks to
finance the acquisition of AN Can and the resulting  increased  seasonal working
capital needs of the Company's  metal container  business,  to refinance in full
amounts owing under the Company's previous credit facility, to repay the Secured
Notes and to permit the Company to advance to  Holdings up to $75.0  million for
the repurchase by Holdings of Discount Debentures.  Although the Company lowered
its interest  rate spread under its new credit  facility by 1/2%,  the Company's
total  interest  expense will increase  significantly  from  historical  amounts
because the  acquisition  was  financed  entirely  through bank  borrowings  and
additional bank  borrowings were advanced to Holdings on a non-interest  bearing
basis to fund Holdings' repurchase of its higher cost indebtedness.



                                      -18-

<PAGE>



      Summary results for the Company's two business segments, metal and plastic
containers,  for the calendar years ending  December 31, 1995, 1994 and 1993 are
provided below.  See Note 20 of the Notes to Consolidated  Financial  Statements
which are included elsewhere in this Annual Report on Form 10-K.

<TABLE>
<CAPTION>
                                                                  1995                    1994                      1993
                                                                 -----                   -----                      ----

<S>                                                             <C>                       <C>                      <C>   
                                                                                (Dollars in millions)
Net sales:
   Metal containers and other                                   $  882.3                  $657.1                   $459.2
   Plastic containers                                              219.6                   204.3                    186.3
                                                                 -------                   -----                    -----
      Consolidated                                              $1,101.9                  $861.4                   $645.5
                                                                 =======                   =====                    =====
Operating profit:
   Metal containers and other                                      $72.9                   $67.0                    $42.3
   Plastic containers                                               13.2                     9.4                      0.6
   Reduction in asset value<F1>                                    (14.7)                  (16.7)                      --
   Corporate expense                                                (0.5)                   (0.5)                    (0.4)
                                                                   ------                  -----                    -----
      Consolidated                                                 $70.9                   $59.2                    $42.5
                                                                    ====                    ====                     ====
-----------------------------
<FN>
<F1>  For 1995, the total charge was allocable to the metal container  business.
      For 1994, $7.2 million of this charge was allocable to the metal container
      business and $9.5 million was allocable to the plastic container business.
</FN>
</TABLE>

      This discussion should be read in conjunction with the selected  financial
data,  the historical  statements of operations  and the notes thereto  included
elsewhere in this Annual Report on Form 10-K.

Results of Operations

      Year Ended December 31, 1995 Compared with Year Ended December 31, 1994.

      Consolidated net sales increased $240.5 million, or 27.9%, to $1.1 billion
for the year ended December 31, 1995, as compared to sales of $861.4 million for
the same period in 1994. This increase resulted from net sales of $264.3 million
generated by AN Can since its acquisition and a $15.3 million  increase in sales
of plastic containers offset, in part, by a decline in sales of metal containers
to Silgan's existing customer base of $39.1 million.

      Net  sales for the  metal  container  business  (including  its  specialty
business)  were $882.3 million for the year ended December 31, 1995, an increase
of $225.2  million from net sales of $657.1 million for the same period in 1994.
Excluding  net sales of metal cans of $236.0  million  generated by AN Can since
its  acquisition,  net sales of metal cans to  Silgan's  customers  were  $609.5
million  during the year ended  December 31, 1995, as compared to $647.5 million
for the same period in 1994.  Net sales to Silgan's  customers in 1995 decreased
principally  due to lower  unit  volume  resulting  from the below  normal  1995
vegetable pack offset,  in part, by slightly higher sales prices due to the pass
through of raw material cost increases.

      Sales of specialty items included in the metal container segment increased
$27.2  million  to $36.8  million  during the year ended  December  31,  1995 as
compared  to the same  period in 1994,  due to the  acquisition  of AN Can which
generated sales of $28.3 million of specialty items since its acquisition.

      Net sales for the plastic container  business of $219.6 million during the
year ended  December 31, 1995  increased  $15.3 million over net sales of $204.3
million for the same period in 1994. This increase was attributable to increased
unit sales for new customer  products and to higher  average sales prices due to
the pass through of higher average resin costs.



                                      -19-

<PAGE>



      Cost of goods sold as a  percentage  of  consolidated  net sales was 88.1%
($970.5  million)  for the year ended  December  31,  1995,  an  increase of 1.2
percentage  points as compared to 86.9% ($748.3  million) for the same period in
1994.  The  increase  in  cost  of  goods  sold  as a  percentage  of net  sales
principally  resulted from increased per unit manufacturing costs resulting from
reduced can production  volumes,  lower margins realized on certain products due
to  competitive  market  conditions  and lower  margins on sales made by AN Can,
offset, in part, by improved  manufacturing  operating efficiencies due to plant
consolidations and lower  depreciation  expense due to a change in the estimated
useful life of certain equipment.

      Selling,   general  and   administrative   expenses  as  a  percentage  of
consolidated  net sales declined 0.2 percentage  points to 4.1% ($45.7  million)
for the year ended December 31, 1995 as compared to 4.3% ($37.2 million) for the
year  ended   December   31,  1994.   The  decrease  in  selling,   general  and
administrative expenses as a percentage of net sales resulted from the Company's
continued  control  of these  expenses  in  respect  of the  Company's  existing
business,  offset partially by a temporarily  higher level of expenses  incurred
during the integration of AN Can. The Company expects that its selling,  general
and  administration  costs as a percentage  of sales will continue to decline in
1996 as it completes  the  integration  of the  administrative  functions of its
metal container business.

      Income from operations as a percentage of consolidated  net sales was 6.4%
($70.9  million) for the year ended  December 31,  1995,  as compared  with 6.9%
($59.2 million) for the same period in 1994.  Included in income from operations
were charges for the write-off of certain  underutilized assets of $14.7 million
and $16.7 million in 1995 and 1994, respectively. Without giving effect to these
charges,  income from operations as a percentage of consolidated net sales would
have declined 1.0% in 1995, primarily as a result of the aforementioned  decline
in gross margin.

      Income  from  operations  as a  percentage  of net  sales  for  the  metal
container  business  (without giving effect to charges of $14.7 million and $7.2
million in 1995 and 1994, respectively,  to adjust the carrying value of certain
assets)  was 8.3% ($72.9  million)  for the year ended  December  31,  1995,  as
compared to 10.2%  ($67.0  million)  for the same period in the prior year.  The
decrease in income from  operations  as a  percentage  of net sales  principally
resulted from higher per unit  manufacturing  costs realized on lower production
volume,  lower margins  realized on certain  products due to competitive  market
conditions,  inefficiencies  caused by work  stoppages  at two of the  Company's
California facilities, and lower margins realized on sales made by AN Can.

      Income from  operations as a percentage of net sales  attributable  to the
plastic container  business (without giving effect to the charge of $9.5 million
in 1994 to adjust the carrying value of certain assets) was 6.0% ($13.2 million)
for the year ended December 31, 1995, as compared to 4.6% ($9.4 million) for the
same period in 1994. The operating performance of the plastic container business
improved as a result of  production  planning and  scheduling  efficiencies  and
benefits  realized from capital  investment,  offset, in part, by increased unit
production costs incurred as a result of an inventory reduction program.

      Interest  expense  increased  $16.4  million to $52.5 million for the year
ended  December 31, 1995,  principally  as a result of increased  borrowings  to
finance the  acquisition  of AN Can, to fund a non-interest  bearing  advance to
Holdings of $57.6 million and to fund higher  working  capital needs as a result
of the increased  seasonality of the Company's  metal  container  business,  and
higher average interest rates.

      The  provisions  for income taxes for the year ended December 31, 1995 and
1994  provide  for  federal,  state and foreign  taxes as if the Company  were a
separate  taxpayer  in  accordance  with SFAS No.  109,  "Accounting  for Income
Taxes".

      As a result of the items discussed above,  income before the extraordinary
charge for the year ended  December  31, 1995 was $9.8  million,  as compared to
$12.1 million for the year ended December 31, 1994.


                                      -20-

<PAGE>




      As a result of the early  extinguishment of amounts owed under its secured
debt facilities,  the Company  incurred an extraordinary  charge of $3.0 million
(net of tax of $2.1 million) in 1995.

      Year Ended December 31, 1994 Compared with Year Ended December 31, 1993.

      Consolidated  net sales  increased  $215.9  million,  or 33.4%,  to $861.4
million for the year ended  December 31, 1994, as compared to $645.5 million for
the same period in 1993.  Approximately 81% of this increase related to sales to
Del Monte  pursuant to the DM Supply  Agreement  entered  into by the Company on
December 21, 1993 to supply  substantially  all of Del Monte's  metal  container
requirements for a period of ten years. The remainder of this increase  resulted
principally  from  greater  unit sales in both the metal  container  and plastic
container businesses.

      Net sales for the metal container  business  (including paper  containers)
were $657.1  million for the year ended December 31, 1994, an increase of $197.9
million  (43.1%)  over net  sales  for the metal  container  business  of $459.2
million for the same period in 1993. Sales of metal containers  increased $201.6
million  primarily  as a result of the DM Supply  Agreement,  which  represented
$174.7  million of this  increase,  and an increase of $26.9 million in sales to
all other customers. Sales of metal containers increased principally from higher
unit volume and reflected  continued growth in sales of pet food containers,  as
well as greater  sales to vegetable  pack  customers due to a larger than normal
pack in 1994.  Sales of specialty items included in the metal container  segment
declined $3.7 million to $9.6 million during 1994.

      Net sales for the plastic container  business of $204.3 million during the
year ended December 31, 1994 increased $18.0 million, or 9.7%, over net sales of
plastic  containers of $186.3  million for the same period in 1993. The increase
in net sales of plastic  containers was  attributable to increased unit sales to
new and existing customers,  particularly PET customers, and to a lesser extent,
higher average sales prices due to the pass through of increased resin costs.

      Cost of goods sold as a  percentage  of  consolidated  net sales was 86.9%
($748.3  million)  for the year ended  December  31,  1994,  a  decrease  of 1.6
percentage  points  as  compared  to 88.5% of  consolidated  net  sales  ($571.2
million)  for the same period in 1993.  The  decrease in cost of goods sold as a
percentage of  consolidated  net sales  principally  resulted  from  synergistic
benefits  resulting from the acquisition of DM Can, lower per unit manufacturing
costs realized on higher sales and production volumes and improved manufacturing
efficiencies  in the  plastic  container  business  resulting  from  larger cost
reduction and productivity investments in 1993.

      Selling,   general  and   administrative   expenses  as  a  percentage  of
consolidated  net sales declined 0.6 percentage  points to 4.3% of  consolidated
net sales ($37.2  million) for the year ended  December 31, 1994, as compared to
4.9% ($31.8  million) for the same period in 1993.  The decrease as a percentage
of  consolidated  net  sales  resulted  principally  from a modest  increase  in
selling,  general and  administrative  functions relative to the increased sales
associated with the acquisition of DM Can, offset in part by an increase of $1.3
million in benefits accrued under stock appreciation rights agreements.

      Income from operations as a percentage of consolidated net sales increased
0.3  percentage  points to 6.9% ($59.2  million) for the year ended December 31,
1994,  compared  with 6.6% ($42.5  million) for the same period in 1993.  During
1994 the  Company  incurred  a charge of $16.7  million  to  write-down  certain
properties  held  for sale to their  net  realizable  value  and to  reduce  the
carrying value of certain  technologically  obsolete and  inoperable  equipment.
Without giving effect to this  nonrecurring  charge,  income from  operations in
1994 would have been 8.8% ($75.9 million),  an increase of 2.2 percentage points
as compared to 1993,  and was  principally  attributable  to the  aforementioned
improvement in gross margin.



                                      -21-

<PAGE>



      Income  from  operations  as a  percentage  of net  sales  for  the  metal
container  business  (without  giving  effect  to the  $7.2  million  charge  to
write-down the carrying value of certain assets)  increased 1.0% to 10.2% ($67.0
million) during 1994 as compared to 1993, principally due to operating synergies
realized from the acquisition of DM Can and lower per unit  manufacturing  costs
incurred  as a  result  of  higher  production  volumes  in  1994.  Income  from
operations as a percentage of net sales  attributable  to the plastic  container
business  (without  giving effect to the $9.5 million  charge to write-down  the
carrying value of certain assets) in 1994 was 4.6% ($9.4  million),  as compared
to 0.3% ($0.6  million)  in 1993.  The  improved  operating  performance  of the
plastic container business resulted from production  efficiencies  realized as a
result of  rationalizations  and capital  investment made in prior periods,  and
lower unit manufacturing costs.

      Interest expense increased by approximately  $8.2 million to $36.1 million
for the year ended December 31, 1994. This increase resulted from the incurrence
of additional  bank  borrowings to finance the  acquisition of DM Can and higher
average bank borrowing rates.

      The provision  for income taxes for the years ended  December 31, 1994 and
1993 provide for taxes as if the Company were a separate  taxpayer in accordance
with SFAS No.  109. As a result of a tax  allocation  agreement  with  Holdings,
Silgan obtains a tax benefit for Holdings' tax losses. This benefit is reflected
as a  contribution  to  additional  paid-in  capital  instead of a reduction  in
federal income tax expense.

      As a result of the items  discussed  above,  net income for the year ended
December 31, 1994 was $12.1  million,  $3.9 million  greater than income  before
extraordinary  charges and cumulative effect of changes in accounting principles
for the year ended December 31, 1993 of $8.2 million.

      In  conjunction  with  the  acquisition  of DM Can in  1993,  the  Company
incurred an extraordinary charge of $0.8 million for the early extinguishment of
debt. Also,  during 1993 the Company adopted SFAS No. 106, SFAS No. 109 and SFAS
No. 112. The cumulative effect of these accounting  changes,  for years prior to
1993, was to decrease net income by $10.0 million.  As a result of these charges
the net loss for 1993 was $2.5 million.

Results of Operations - Pro Forma

      The following discussion sets forth the pro forma results of operations of
the Company for the year ended  December  31, 1995 as compared to the year ended
December 31, 1994,  after giving effect to the  acquisition  of AN Can as of the
beginning of the periods presented.

      The following table sets forth,  for the years ended December 31, 1995 and
1994,  certain  consolidated  pro forma data.  The pro forma data  includes  the
historical results of the Company and AN Can and reflects the effect of purchase
accounting  adjustments  based on  preliminary  appraisals and  valuations,  the
financing  of the  acquisition  of AN Can,  the  refinancing  of  certain of the
Company's  debt  obligations,  and certain other  adjustments as if these events
occurred as of the beginning of the periods presented. The pro forma adjustments
are based upon  available  information  and upon  certain  assumptions  that the
Company believes are reasonable. The purchase price allocation will be finalized
within one year of the closing of the  acquisition of AN Can and may differ from
that used for the pro forma data.  Differences  between  actual and  preliminary
valuations  will cause  adjustments  to the AN Can  purchase  price  allocation.
Estimated items subject to change include employee benefit costs and termination
costs  associated  with  plant  rationalizations  and  administrative  workforce
reductions  and other  plant  exit  costs.  The  unaudited  pro  forma  combined
financial data do not purport to represent what the Company's financial position
or results of operations would actually have been had these transactions in fact
occurred  on the  dates or at the  beginning  of the  periods  indicated,  or to
project the Company's financial position or results of operations for any future
date or period. This discussion should be


                                      -22-

<PAGE>



read in conjunction  with the discussion of historical  results of operations of
the Company for the years ended December 31, 1995 and 1994.
<TABLE>
<CAPTION>

                                                                      Pro Forma
                                                                 1995                    1994
                                                                 ----                    ----
                                                                    (Dollars in millions)
<S>                                                            <C>                     <C>
Net sales                                                      $1,404.4                $1,458.0
Income from operations                                             98.7<F1>                64.0<F2>
Income (loss) before income taxes                                  32.3                    (3.6)
Net income (loss)                                                  18.0                    (2.1)

-----------------------------
<FN>
<F1>  Included in pro forma income from  operations  for the year ended December
      31, 1995 is a charge  incurred  by the Company of $14.7  million to adjust
      the carrying  value of certain  underutilized  equipment to net realizable
      values.

<F2>  Included in pro forma income from  operations  for the year ended December
      31,  1994 are charges  incurred  by AN Can of $10.1  million for shut down
      costs  necessary to realign the assets of the  business  more closely with
      the existing customer base, charges of $16.7 million related to Silgan and
      $7.1  million  related to AN Can to adjust the  carrying  value of certain
      technologically obsolete and inoperable equipment to realizable value, and
      a charge of $26.7 million for the write-down of goodwill by AN Can.
</FN>
</TABLE>


      Without giving effect to the unusual items affecting pro forma income from
operations as set forth above,  pro forma income from operations would have been
$113.4  million  for the year ended  December  31,  1995 as  compared  to $124.6
million in 1994.  Management  believes that pro forma income from  operations in
1995 declined  $11.2 million as compared to the prior year primarily as a result
of lower demand in 1995 for vegetable pack containers.

      Excluding  the  unusual  items  referred  to above,  pro forma net  income
(assuming a tax rate of 41.5%) would have been $27.5  million for the year ended
December 31, 1995,  $5.8 million  lower than in 1994.  Management  believes that
this decline  resulted  from reduced  demand for  vegetable  pack  containers as
referred to above.

Capital Resources and Liquidity

      Silgan's liquidity requirements arise primarily from its obligations under
the   indebtedness   incurred  in  connection  with  its  acquisitions  and  the
refinancing  of  such  indebtedness,  capital  investment  in new  and  existing
equipment  and  the  funding  of  Silgan's   seasonal   working  capital  needs.
Historically,  Silgan has met these  liquidity  requirements  through  cash flow
generated from operating activities and working capital borrowings. As described
below,  beginning in December 1996 Silgan's liquidity  requirements will also be
affected by the interest associated with Holdings' indebtedness.

      On August 1, 1995,  Silgan,  Containers and Plastics entered into a $675.0
million  credit  facility  with  various  banks to finance  the  acquisition  by
Containers of AN Can, to refinance and repay in full all amounts owing under the
1993 Credit  Agreement  and the Secured Notes and to make  non-interest  bearing
advances to Holdings in an amount not to exceed $75.0 million for the repurchase
of a portion of the  Discount  Debentures.  The Credit  Agreement  provides  the
Company with $225.0 million of A term loans,  $225.0 million of B term loans and
a working  capital  facility  which will  provide  the  Company  with  borrowing
availability of up to $225.0 million. With the proceeds received from the Credit
Agreement,  the Company (i) repaid  $117.1  million of term loans under the 1993
Credit Agreement,  (ii) repaid in full $50.0 million of its Secured Notes, (iii)
acquired from ANC  substantially  all of the fixed assets and working capital of
AN Can for $348.8 million


                                      -23-

<PAGE>



(excluding  $15.2 million for the St. Louis operations which the Company expects
to  purchase  by  mid-1996),  and (iv)  incurred  debt  issuance  costs of $19.3
million.

      The  Credit  Agreement   provides  the  Company  with  improved  financial
flexibility by (i) enabling  Silgan to transfer funds to Holdings for payment by
Holdings  of cash  interest  on the  Discount  Debentures,  (ii)  extending  the
maturity of the Company's secured debt facilities until December 31, 2000, (iii)
lowering the interest  rate spread on its floating  rate  borrowings by 1/2%, as
well as providing for further  interest rate reductions in the event the Company
attains certain  financial  targets,  and (iv) lowering  Holdings'  consolidated
average cost of indebtedness by permitting Silgan to advance up to $75.0 million
to Holdings with borrowings under the Credit Agreement,  which amounts are to be
used by Holdings to repurchase a portion of the Discount Debentures.

      The Credit Agreement  permits Silgan,  at any time prior to June 30, 1996,
to borrow up to $75.0 million of working capital loans to fund the repurchase by
Holdings of Discount  Debentures.  The commitment under the Credit Agreement for
working capital loans was initially  $150.0  million,  and increased at the time
and by the amount of any such  advances  made by  Silgan.  During  1995,  Silgan
advanced  $57.6 million to Holdings for the  repurchase by Holdings of a portion
of its outstanding Discount Debentures,  thereby increasing the commitment under
the  revolving  credit  facility to $207.6  million by year end. The Company may
fund further  advances to Holdings of up to $17.4 million through  borrowings of
working  capital  loans to enable  Holdings to make  additional  repurchases  of
Discount Debentures prior to June 30, 1996.

      During 1995, cash generated from  operations of $209.6 million  (including
cash of $112.0  million  generated by AN Can since August 1, 1995),  proceeds of
$3.5 million  realized from the sale of assets and a decrease of $0.6 million in
cash balances were used to repay $142.8  million of working  capital  borrowings
used to fund the  acquisition  of AN Can,  fund  capital  expenditures  of $51.9
million,  repay $9.7 million of term loans and $5.5  million of working  capital
loans,  and  make  payments  to  former  shareholders  of $3.8  million  in full
settlement of outstanding  litigation  (which has been charged against  equity).
The Company's  earnings before  depreciation,  interest,  taxes and amortization
("EBDITA")  for the year ended  December 31, 1995  increased by $17.8 million to
$133.1  million as  compared  to 1994.  The  increase  in EBDITA  reflected  the
generation of additional  cash  earnings  from AN Can since its  acquisition  on
August 1,  1995,  offset  by a decline  in the cash  earnings  of the  Company's
existing business  principally as a result of lower unit volume due to the below
normal 1995 vegetable pack.

      For the year ended  December  31,  1995,  the  operating  cash flow of the
Company  increased  significantly  from the prior year due to the  generation of
cash by AN Can since its  acquisition  on  August  1, 1995 and the  adoption  by
Silgan of similar  year-end vendor payment terms to those of AN Can. At December
31,  1995,  the trade  receivable  balance  of AN Can was $44.2  million  ($90.2
million on August 1, 1995),  the  inventory  balance was $98.9  million  ($137.9
million on August 1, 1995),  and the trade  payables  balance was $58.2  million
($64.2 million on August 1, 1995).

      During 1994,  cash generated  from  operations of $47.3 million along with
working  capital   borrowings  of  $10.4  million  were  used  to  fund  capital
expenditures of $27.9 million (net of proceeds of $1.3 million),  make mandatory
debt  repayments of $20.5 million,  pay $6.9 million to former  shareholders  in
partial settlement of outstanding  litigation and increase cash balances by $2.4
million.

      On December 21, 1993,  Silgan,  Containers  and Plastics  entered into the
1993 Credit  Agreement to finance the acquisition of DM Can and to refinance and
repay in full all amounts owing under the Company's  previous credit  agreement.
In conjunction  therewith,  the banks loaned the Company $60.0 million of A term
loans, $80.0 million of B term loans and $29.8 million of working capital loans.
In addition, Holdings issued and sold 250,000 shares of its Class B Common Stock
for $15.0 million and, in turn,  contributed  such amount to Silgan.  With these
proceeds,  the Company (i) repaid $41.5  million of term loans and $60.8 million
of working


                                      -24-

<PAGE>



capital loans under its previous credit agreement;  (ii) acquired from Del Monte
substantially  all the fixed assets and certain  working  capital of Del Monte's
container  manufacturing  business for approximately $73 million; and (iii) paid
fees and expenses of $8.9 million.

      For 1993, the Company used cash generated from operations of $48.3 million
and  available  cash  balances of $2.5 million to fund capital  expenditures  of
$42.5  million,  repay  working  capital  loans of $7.2  million (in addition to
working   capital  loans  which  were  repaid  with  proceeds  from  the  Credit
Agreement),  and pay $1.1  million of term loans.  During the year,  the Company
increased its annual amount of capital  spending in order to reduce costs and to
add incremental  production capacity.  The increase in inventory at December 31,
1993 as  compared  to the prior year  principally  resulted  from the  inventory
acquired as part of the acquisition of DM Can.

      Because the Company  sells metal  containers  used in vegetable  and fruit
processing,  its sales are seasonal.  As a result, a significant  portion of the
Company's  revenues are  generated  in the first nine months of the year.  As is
common in the packaging  industry,  the Company must access  working  capital to
build inventory and then carry accounts receivable for some customers beyond the
end of the summer and fall  packing  season.  Seasonal  accounts  are  generally
settled by year end. The acquisition of AN Can increased Silgan's seasonal metal
containers business, and as a result the Company increased the amount of working
capital loans available to it under its credit  facility to $225.0 million.  Due
to the Company's seasonal requirements,  the Company expects to incur short term
indebtedness  to finance its working capital  requirements,  and it is estimated
that  approximately  $185  million of the working  capital  revolver,  including
letters of credit, will be utilized at its peak in July 1996.

      As of December  31,  1995,  the  outstanding  principal  amount of working
capital loans was $7.1 million and,  subject to a borrowing base  limitation and
taking into account outstanding letters of credit, the unused portion of working
capital commitments at such date was $193.9 million.

      In addition to its operating cash needs,  Silgan's cash  requirements over
the next several years consist  primarily of (i) annual capital  expenditures of
$45.0 to $55.0 million,  (ii) scheduled principal  amortization payments of term
loans under the Credit Agreement of $27.3 million, $37.3 million, $52.3 million,
$52.3 million and $102.5 million over the next five years,  respectively,  (iii)
expenditures of approximately $30.0 million over the next three years associated
with plant rationalizations and administrative workforce reductions, other plant
exit costs and  employee  relocation  costs of AN Can,  (iv)  Silgan's  interest
requirements  (including interest on working capital loans, the principal amount
of which will vary depending upon seasonal requirements, and the term loans, all
of which  bear  fluctuating  rates of  interest,  and the  11-3/4%  Notes),  (v)
dividends and/or advances to Holdings to fund semi-annual cash interest payments
of up to $14.1 million (which amount may be reduced depending upon the amount of
Discount  Debentures  repurchased  or  redeemed  by  Holdings)  on the  Discount
Debentures commencing in December 1996, and (vi) payments of approximately $10.0
million for federal and state tax  liabilities  in 1996 (assuming the redemption
of the remainder of the Discount Debentures at maturity) and increasing annually
thereafter.

      The Company is a wholly owned  subsidiary of Holdings,  a holding  company
with no  significant  assets or  operations  other  than its  investment  in and
advances to Silgan. Holdings is highly leveraged as a result of the indebtedness
that it incurred in  connection  with the 1989 Mergers.  See  "Business--Company
History."  Holdings'  principal  liabilities are the Discount Debentures and its
guaranty  of the  Credit  Agreement.  Because  Holdings'  indebtedness  does not
require  payment of interest until December 1996 and because the Company has not
in  the  past   provided   funds  to  Holdings  to  pay  interest  on  Holdings'
indebtedness,  the Company's  liquidity has not been, and until December 1996 is
not expected to be, affected by Holdings' indebtedness.



                                      -25-

<PAGE>



      Interest on the  Discount  Debentures  is payable at a rate of 13-1/4% per
annum  from and after  June 15,  1996,  and  commencing  on  December  15,  1996
semi-annual interest payments of up to $14.1 million will be required to be made
thereon.  Since Holdings' only asset is its investment in Silgan, its ability to
pay interest on the Discount Debentures on and after December 15, 1996 (the date
on which interest is first payable on the Discount  Debentures)  may depend upon
its  receipt  of  funds  paid by  dividend  or  otherwise  loaned,  advanced  or
transferred by Silgan to Holdings.  While Silgan has no legal obligation to make
such funds  available,  it is  expected  that  Silgan  will do so if it then has
sufficient  funds  available for such purpose.  If sufficient  funds to pay such
interest are not generated by the operations of Silgan's subsidiaries, Silgan or
Holdings may seek to borrow or otherwise  finance the amount of such payments or
refinance the Discount  Debentures.  Neither the Indenture for the 11-3/4% Notes
nor the Credit  Agreement  limits the ability of Silgan to pay cash dividends to
Holdings in order to enable Holdings to pay interest on the Discount Debentures.
The funding  requirements of Holdings to service its indebtedness  (beginning in
December  1996) will be met by Silgan  through cash  generated by  operations or
borrowings or by Holdings through  refinancings of its existing  indebtedness or
additional debt or equity financings.

      In addition to any financing  effected as described  above,  Silgan and/or
Holdings  may  consider   refinancing  all  or  any  part  of  their  respective
indebtedness through other debt financings and/or equity financings, including a
public  offering of equity.  Any such  financings  would  depend upon the market
conditions existing at the time and would have to be effected in compliance with
Silgan's and/or  Holdings',  as the case may be,  agreements in respect of their
respective indebtedness.

      The  Discount  Debentures   represent   "applicable  high  yield  discount
obligations"  ("AHYDOs")  within the meaning of Section  163(i) of the  Internal
Revenue Code of 1986,  as amended (the "Code").  Accordingly,  the tax deduction
which would  otherwise be  available to Holdings in respect of the  accretion of
interest on the Discount  Debentures during their noncash interest period ending
June 15, 1996  (approximately  $85.0  million) has been and will  continue to be
deferred,  which,  in turn,  will  increase  the taxable  income of Holdings and
reduce the after-tax cash flows of Holdings.  However,  as a result of Holdings'
utilization of its net operating loss  carryforward,  which,  as of December 31,
1995,  amounts to  approximately  $100  million for regular  federal  income tax
purposes,  the effect of such  deferral on the regular  federal  income taxes of
Holdings  has been and will  continue to be mitigated  until such net  operating
loss carryforward is fully utilized.

      In 1993,  Holdings became subject to alternative  minimum tax ("AMT") and,
due to the utilization of its AMT net operating loss carryforwards,  incurred an
AMT  liability at a rate of 2%. In 1994,  Holdings  fully  utilized its AMT loss
carryforward.  Accordingly,  in 1995 Holdings incurred,  and thereafter Holdings
will incur,  an AMT liability at a rate of 20% (or the  applicable  rate then in
effect).  The  AMT  paid is  allowed  (subject  to  certain  limitations)  as an
indefinite  credit  carryover  against  Holdings'  regular tax  liability in the
future when and if Holdings' regular tax liability exceeds the AMT liability.

      The  deferred  accreted  interest on the Discount  Debentures  will not be
deductible  until the redemption,  retirement or other repayment of the Discount
Debentures  (other  than with  stock or debt of  Holdings  or a related  party).
During  1995,  Holdings  repurchased  $61.7  million  face  amount  of  Discount
Debentures,  providing  Holdings  with an allowable  deduction of  approximately
$18.0 million for the amount of interest  accreted on such  indebtedness.  Until
the  deferred  accreted  interest  is  deductible,  except to the extent the net
operating loss  carryforward is available,  Holdings will realize taxable income
sooner and in a greater  amount than if the  deferred  accreted  interest on the
Discount  Debentures  were  deductible  as it accretes.  Depending  upon its tax
position and financial  condition and the benefit which may be available through
the deduction of the deferred  accreted  interest,  Holdings could decide in the
future to refinance the Discount  Debentures or a portion thereof prior to their
stated  maturity date. In such event,  the full amount of the deferred  accreted
interest  (applicable to the Discount  Debentures  retired) should be deductible
under the carryback and carryforward  rules under the Code unless the holders of
the Discount Debentures receive stock or debt of


                                      -26-

<PAGE>



Holdings  or a  related  party  in  exchange  for the  Discount  Debentures.  No
assurance  can be given that  Holdings  will be able to  refinance  the Discount
Debentures at such time;  however,  management  believes that application of the
AHYDO  rules  will not have a material  adverse  effect on  Holdings'  financial
condition or ability to repay the Discount Debentures.  In addition, the IRS has
broad  authority  to issue  regulations  under the AHYDO rules with  retroactive
effect  to  prevent  the  avoidance  of the  purposes  of  those  rules  through
agreements to borrow amounts due under a debt instrument or other  arrangements,
and thus these  regulations,  when issued, may affect the timing or availability
of the tax deductions for original issue discount on the Discount Debentures.

      Management  believes  that cash  generated  by  operations  and funds from
working capital borrowings under the Credit Agreement will be sufficient to meet
the Company's  expected operating needs,  planned capital  expenditures and debt
service requirements for the foreseeable future.

      The Credit Agreement and the indentures  relating to the 11-3/4% Notes and
the Discount  Debentures each contain  restrictive  covenants that,  among other
things,  limit the  Company's  ability to incur debt,  sell assets and engage in
certain  transactions.  Management  does not expect these  limitations to have a
material effect on the Company's business or results of operations.  The Company
is in compliance  with all financial and operating  covenants  contained in such
financing  agreements  and believes  that it will  continue to be in  compliance
during 1996 with all such covenants.

Effect of Interest Rate Fluctuations and Inflation

      Historically,  inflation  has not had a  material  effect on the  Company,
other than to increase its cost of borrowing.  In general,  the Company has been
able to increase the sales  prices of its  products to reflect any  increases in
the prices of raw materials.

      Because  the  Company has  indebtedness  which bears  interest at floating
rates,  the  Company's  financial  results  will  be  sensitive  to  changes  in
prevailing  market rates of interest.  As of December 31, 1995,  the Company and
Holdings had $786.1 million of indebtedness outstanding, of which $449.9 million
was  indebtedness  bearing interest at floating rates. To mitigate the effect of
interest  rate  fluctuations,  the  Company  entered  into  interest  rate  swap
agreements  during the first quarter of 1996 whereby  floating rate interest was
exchanged  for fixed rates of interest  ranging from 8.1% to 8.6%.  The notional
principal  amounts of these agreements  totaled $100.0 million and mature in the
year  1999.  Depending  upon  market  conditions,  the  Company  may enter  into
additional interest rate swap agreements or other interest rate hedge agreements
(with   counterparties   that,  in  the  Company's  judgment,   have  sufficient
creditworthiness)  during  1996 to hedge  its  exposure  against  interest  rate
volatility.

New Accounting Pronouncements

      Long-Lived  Asset  Impairment.  In March 1995,  the  Financial  Accounting
Standard Board ("FASB")  issued SFAS No. 121,  "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed of",  effective for
the 1996 fiscal  year.  As required by SFAS No. 121,  impairment  losses will be
recognized when events or changes in circumstances  indicate that the fair value
of  identifiable  assets  is less than the  carrying  amount.  In making  such a
determination, the Company will compare the undiscounted cash flows generated by
specific  assets to the carrying  value of such  assets.  The Company will adopt
SFAS No. 121 in 1996 and  believes  the effect of  adoption of SFAS No. 121 will
not be material.  See Note 5 to the  Consolidated  Financial  Statements  of the
Company included elsewhere in this Annual Report on Form 10-K.

      Stock-Based  Compensation.  In October 1995, the FASB issued SFAS No. 123,
"Accounting for Stock- Based Compensation",  effective for the 1996 fiscal year.
Under SFAS No. 123, compensation expense for all stock-based  compensation plans
would be recognized based on the fair value of the options at the date of grant


                                      -27-

<PAGE>



using an option pricing model.  As permitted under SFAS No. 123, the Company may
either adopt the new pronouncement or follow the current  accounting  methods as
prescribed  under APB No. 25. The Company  does not intend to adopt SFAS No. 123
for  expense  recognition  purposes  in 1996.  See  Note 16 to the  Consolidated
Financial  Statements of the Company included elsewhere in this Annual Report on
Form 10-K.

Item 8.  Financial Statements and Supplementary Data.

      See Item 14 below for a listing  of  financial  statements  and  schedules
included therein.


Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

      Not applicable.




                                      -28-

<PAGE>



                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

Directors and Executive Officers of the Company and Holdings

      The current  directors and executive  officers of the Company and Holdings
and their  respective  ages,  positions  and  principal  occupations,  five-year
employment history and other directorships held are furnished below:


                                 Age at
                                March 15,           Five-Year Employment
   Name and Position              1996     History and Other Directorships Held
   -----------------             -----     ------------------------------------

R. Philip Silver                   53       Prior to forming S&H, Inc.
  Chairman of the Board and                 ("S&H") in 1987, President of
  Co-Chief Executive Officer                Continental Can Company
  of Holdings and Silgan                    from June 1983 to August
  since March 1994;                         1986; consultant to packaging
  formerly President of                     industry from August 1986 to
  Holdings and Silgan;                      August 1987; Vice Chairman
  Director of Holdings since                of the Board and Director of
  April 1989 and of Silgan                  Sweetheart Holdings Inc. and
  since August 1987;                        Sweetheart Cup Company,
  Chairman of the Board of                  Inc. from September 1989 to
  Plastics since March 1994;                January 1991; Chairman of
  Director of Containers and                the Board and Director of
  Plastics since August 1987.               Sweetheart Holdings Inc. and
                                            Sweetheart Cup Company,
                                            Inc. from January 1991
                                            through August 1993;
                                            Director, Johnstown America
                                            Corporation.

 D. Greg Horrigan                   52      Prior to forming S&H in 1987,
   President and Co-Chief                   Executive Vice President and
   Executive Officer of                     Operating Officer of Continental
   Holdings and Silgan since                Can Company from 1984 to
   March 1994; formerly                     1987; Chairman of the Board
   Chairman of the Board of                 and Director of Sweetheart
   Holdings and Silgan;                     Holdings Inc. and Sweetheart
   Director of Holdings since               Cup Company, Inc. from
   April 1989 and of Silgan                 September 1989 to January
   since August 1987;                       1991; Vice Chairman of the
   Chairman of the Board of                 Board and Director of
   Containers since August                  Sweetheart Holdings Inc. and
   1987; Director of                        Sweetheart Cup Company, Inc.
   Containers and Plastics                  from January 1991 through
   since August 1987.                       August 1993.


                                      -29-

<PAGE>
                                 Age at
                                March 15,           Five-Year Employment
   Name and Position              1996     History and Other Directorships Held
   -----------------             -----     ------------------------------------

James S. Hoch                      35       Executive Director of Morgan
  Director of Silgan since                  Stanley & Co., Ltd. since 1994;
  January 1991; Vice                        Principal of Morgan Stanley &
  President and Assistant                   Co. Incorporated since 1993;
  Secretary of Silgan since                 Vice President of Morgan
  1987; Director, Vice                      Stanley & Co. Incorporated
  President and Assistant                   from 1991 to 1993 and of
  Secretary of Holdings since               MSLEF II since 1991.  Director
  January 1991; Director,                   of Sullivan Communications,
  Vice President and                        Inc., Sullivan Graphics, Inc.,
  Assistant Secretary of                    Nokia Aluminium Oy,
  Containers since January                  Kabelmedia GmbH and Sita
  1991; Director, Vice                      Telecommunications Holdings
  President and Assistant                   N.V.
  Secretary of Plastics since
  January 1991.

 Robert H. Niehaus                  40      Managing Director of Morgan
   Vice President, Assistant                Stanley & Co. Incorporated
   Secretary and Director of                since January 1, 1990; joined
   Silgan since August 1987;                Morgan Stanley & Co.
   Vice President, Assistant                Incorporated in 1982.  Vice
   Secretary and Director of                President and Director of
   Containers and Plastics                  MSLEF II, Inc. since January
   since August 1987; Vice                  1990; Vice Chairman and
   President, Assistant                     Director of MSCP III since
   Secretary and Director of                January 1994.  Director of
   Holdings since April 1989.               American Italian Pasta
                                            Company, Fort Howard
                                            Corporation, PSF Finance
                                            Holdings, Inc., Randall's Food
                                            Markets, Inc. and Waterford
                                            Crystal Ltd., and Chairman of
                                            Waterford Wedgewood UK plc.

Harley Rankin, Jr.                 56       Prior to joining the Company,
  Executive Vice President                  Senior Vice President and Chief
  and Chief Financial Officer               Financial Officer of Armtek
  of Silgan since January                   Corporation; prior to Armtek
  1989; Treasurer of Silgan                 Corporation, Vice President and
  since January 1992; Vice                  Chief Financial Officer of
  President of Containers                   Continental Can Company from
  and Plastics since January                November 1984 to August 1986.
  1989; Treasurer of Plastics               Vice President, Chief Financial
  from January 1994 to                      Officer and Treasurer of
  December 1994; Executive                  Sweetheart Holdings Inc. and
  Vice President and Chief                  Vice President of Sweetheart
  Financial Officer of                      Cup Company, Inc. from
  Holdings since April 1989;                September 1989 to August
  Treasurer of Holdings                     1993.
  since January 1992.

                                      -30-

<PAGE>

                                 Age at
                                March 15,           Five-Year Employment
   Name and Position              1996     History and Other Directorships Held
   -----------------             -----     ------------------------------------

Harold J. Rodriguez, Jr.           40       Employed by Ernst & Young
  Vice President of Silgan                  from 1978 to 1987, last serving
  and Holdings since                        as Senior Manager specializing in
  March 1994; Vice                          taxation.  Controller, Assistant
  President of Containers                   Secretary and Assistant Treasurer
  and Plastics since                        of Sweetheart Holdings Inc. and
  March 1994; Controller                    Assistant Secretary and Assistant
  and Assistant Treasurer                   Treasurer of Sweetheart Cup
  of Silgan and Holdings                    Company, Inc. from September
  since March 1990;                         1989 to August 1993.
  Assistant Controller and
  Assistant Treasurer of
  Holdings from April
  1989 to March 1990;
  Assistant Controller and
  Assistant Treasurer of
  Silgan from October
  1987 to March 1990.

Glenn A. Paulson                 52         Employed by ANC from January
  Vice President of                         1990 to July 1995, last serving as
  Silgan and Holdings                       Senior Vice President and
  since January 1996;                       General Manager, Food Metal
  employed by                               and Specialty, North America;
  Containers to manage                      prior to ANC, President of the
  the ANC transition                        beverage packaging operations of
  from August 1995 to                       Continental Can Company.
  December 1995.


Management of Metal Container Business

      In  addition  to the  persons  listed  under  "--Directors  and  Executive
Officers of the Company and  Holdings"  above,  the  following are the principal
executive officers of Containers:

                                 Age at
                                March 15,       Five-Year Employment
   Name and Position             1996      History and Other Directorships
   -----------------            -----      -------------------------------
                                                                      
 James D. Beam                  53         Vice President - Marketing &
   President and a non-voting              Sales of Containers from
   Director of Containers                  September 1987 to July 1990;
   since July 1990.                        Vice President and General
                                           Manager of Continental Can
                                           Company, Western Food Can
                                           Division, from March 1986 to
                                           September 1987.


 Gerald T. Wojdon               60         General Manager of
   Vice President - Operations             Manufacturing of the Can
   and Assistant Secretary of              Division of The Carnation
   Containers since September              Company from August 1982 to
   1987.                                   August 1987.


                                      -31-

<PAGE>

                                Age at
                                March 15,       Five-Year Employment
   Name and Position             1996      History and Other Directorships
   -----------------            -----      -------------------------------
 Gary M. Hughes                 53         Vice President, Sales and
   Vice President - Sales &                Marketing of the Beverage
   Marketing of Containers                 Division of Continental Can
   since July 1990.                        Company from February 1988 to
                                           July 1990; prior to February
                                           1988, was employed by
                                           Continental Can in various
                                           regional sales positions.


 Dennis Nerstad                 58         Vice President of Containers from
   Vice President -                        December 1993 to June 1994.
   Production Services of                  Vice President - Distribution and
   Containers since July                   Container Manufacturing of Del
   1994.                                   Monte from August 1989 to
                                           December 1993; Director of
                                           Container Manufacturing of Del
                                           Monte from November 1983 to
                                           July 1989; prior to 1983,
                                           employed by Del Monte in
                                           various regional and plant
                                           positions.


Joseph A. Heaney                43         Controller, Food Metal and
  Vice President - Finance of              Specialty Division of ANC from
  Containers since October                 September 1990 to October 1995.
  1995.                                    From August 1977 to August
                                           1990, employed by ANC and
                                           American Can Company in
                                           various divisional, regional and
                                           plant finance/accounting
                                           positions.


Management of Plastic Container Business

      In  addition  to the  persons  listed  under  "--Directors  and  Executive
Officers of the Company and  Holdings"  above,  the  following are the principal
executive officers of Plastics:

                                 Age at
                                March 15,       Five-Year Employment
   Name and Position             1996      History and Other Directorships
   -----------------            -----      -------------------------------

Russell F. Gervais              52         President and Chief
 President and non-                        Executive Officer of Aim
 voting Director of                        Packaging, Inc. from March
 Plastics since                            1984 to September 1989.
 December 1992;
 Vice President -
 Sales & Marketing
 of Plastics from
 September 1989
 until December
 1992.



                                      -32-

<PAGE>

                              Age at
                                March 15,       Five-Year Employment
   Name and Position             1996      History and Other Directorships
   -----------------            -----      -------------------------------

Howard H. Cole                  50         Manager of Personnel of
  Vice President and                       Monsanto Engineered Products
  Assistant Secretary                      Division of the Monsanto
  of Plastics since                        Company from April 1986 to
  September 1987.                          September 1987.



 Charles Minarik                58         President of Wheaton
  Vice President -                         Industries Plastics Group from
  Operations and                           February 1991 to August
  Commercial                               1992; Vice President -
  Development of                           Marketing of Constar
  Plastics since May                       International, Inc. from March
  1993.                                    1983 to February 1991.

 Alan H. Koblin                 44         Vice President of Churchill
  Vice President -                         Industries from 1990 to 1992.
  Sales & Marketing
  of Plastics since
  1994, Director of
  Sales & Marketing
  of Plastics from
  1992 to 1994.

 Colleen J. Jones               36         Audit Manager, Arthur Youn
  Vice President -                         & Company from July 1982 t
  Finance and Chief                        July 1989.
  Financial Officer of
  Plastics since
  December 1994,
  Assistant Secretary
  of Plastics since
  November 1993,
  Corporate Controller
  of Plastics from
  October 1993 to
  December 1994,
  Manager - Finance
  of Plastics from July
  1989 to October
  1993.

Item 11.  Executive Compensation.

        The following  table sets forth  information  concerning  the annual and
long term  compensation  for services  rendered in all capacities to the Company
and its  subsidiaries  during the fiscal years ended December 31, 1995, 1994 and
1993 of those  persons  who at December  31,  1995 were (i) the Chief  Executive
Officer of the Company and (ii) the other four most highly compensated executive
officers of the Company and its subsidiaries.  No director of the Company or its
subsidiaries  receives any compensation for serving as a director of the Company
or its subsidiaries. See "Certain Transactions--Management Agreements."




                                      -33-

<PAGE>


<TABLE>
<CAPTION>
                                                          Summary Compensation Table
                                                                                              Long-Term
                                                               Annual Compensation           Compensation
                                                  --------------------------------------     -------------
                                                                                                Awards
                                                                                                ------
                                                                               Other          Securities
                                                                               Annual        Underlying Stock      All Other
Name and Principal Position            Year   Salary<F1><F2> Bonus<F1><F3>  Compensation     Options/SARs<F4>   Compensation<F5>
---------------------------            ----   ------------   -----------    ------------     ---------------    ---------------
<S>                                    <C>     <C>            <C>              
R. Philip Silver                       1995   $1,830,000         -               -                 -                 -
 (Chairman of the Board and            1994    1,684,135         -               -                 -                 -
 Co-Chief Executive Officer of         1993    1,608,799         -               -                 -                 -
 the Company and Chairman of
 the Board of Plastics)
D. Greg Horrigan                       1995    1,830,000         -               -                 -                 -
 (President and Co-Chief               1994    1,684,135         -               -                 -                 -
 Executive Officer of the              1993    1,608,799         -               -                 -                 -
 Company and Chairman of the
 Board of Containers)
Harley Rankin, Jr.                     1995      408,978         -               -                 -                 -
 (Executive Vice President,            1994      384,930         -               -               6,000               -
 Chief Financial Officer and           1993      347,598         -               -                 -                 -
 Treasurer of the
 Company and Vice President of
 Containers and Plastics)
James D. Beam                          1995      361,200         -               -                 -              $66,394
 (President of Containers)             1994      350,000     $169,092            -                 -               94,175
                                       1993      239,949       65,277            -                 -               24,883
Russell F. Gervais                     1995      226,000       59,000            -                 -                5,085
 (President of Plastics)               1994      216,804       83,300            -                 600               -
                                       1993      210,000                         -                 -                 -   
-------------------
<FN>
<F1>    The  compensation  of Messrs.  Horrigan,  Silver,  Rankin and  Rodriguez
        reflects amounts as earned and was paid by S&H. Such persons received no
        direct  compensation  from  Holdings,  the  Company or their  respective
        subsidiaries. See "Certain Transactions--Management Agreements."

<F2>    The  salaries of Messrs.  Beam and Gervais were paid by  Containers  and
        Plastics, respectively.

<F3>    Bonuses of Messrs. Beam and Gervais were earned by them in such year and
        paid  in  the  following  year,   pursuant  to  the  Silgan   Containers
        Corporation   Performance   Incentive  Plan  and  the  Silgan   Plastics
        Corporation Incentive Plan,  respectively.  Under such plans,  executive
        officers  and other key  employees  of  Containers  and  Plastics may be
        awarded  cash  bonuses  provided  that  such  company  achieves  certain
        assigned financial targets.

<F4>    Reflects  options  to  purchase  shares  of  Holdings  Class C Stock (as
        defined  under  "Security  Ownership  of Certain  Beneficial  Owners and
        Management--Description  of Holdings  Common  Stock")  granted under the
        Silgan  Holdings Inc.  Third Amended and Restated 1989 Stock Option Plan
        (the  "Holdings  Plan")  in the  case  of Mr.  Rankin,  and  options  to
        purchase,  and tandem SARs relating to, shares of Plastics' common stock
        granted  under the Silgan  Plastics  Corporation  1994 Stock Option Plan
        (the  "Plastics  Plan") in the case of Mr.  Gervais.  Such  options  and
        tandem SARs are exercisable ratably over a five-year period beginning on
        January 1, 1995.

<F5>    In the case of Mr. Beam,  includes for 1995 and 1994 amounts contributed
        under  the  Silgan   Containers   Corporation   Supplemental   Executive
        Retirement Plan (the  "Supplemental  Plan") and used to pay premiums for
        split-dollar  life insurance for Mr. Beam maintained in conjunction with
        the  Supplemental  Plan and includes  amounts  contributed by Containers
        under the Silgan Containers  Corporation Deferred Incentive  Corporation
        Contributory  Retirement  Plan.  In the  case of Mr.  Gervais,  includes
        amounts  allocated to Mr. Gervais under the Silgan Plastics  Corporation
        Contributory Retirement Plan.
</FN>
</TABLE>

                                      -34-

<PAGE>


<TABLE>
<CAPTION>

                                               OPTION/SAR VALUES AT DECEMBER 31, 1995


                                                                                                    Value of Unexercised
                                               Number of Securities Underlying                          in-the-Money
                                                 Unexercised Options/SARs at                           Options/SARs at
                Name                                  December 31, 1995                               December 31, 1995
                ----                                  -----------------                               -----------------
                                                 Exercisable            Unexercisable            Exercisable           Unexercisable
                                                 -----------            -------------            -----------           -------------
<S>                                              <C>                    <C>                      <C>                   <C>       
R. Philip Silver.....................                --                      --                      --                      --
D. Greg Horrigan.....................                --                      --                      --                      --
Harley Rankin, Jr. <F1>..............              12,400                   3,600                $250,000                    --

James D. Beam <F2><F3>...............                 480                    --                   918,601                    --
Russell F. Gervais <F4>..............                 240                     360                    --                      --
-------------------
<FN>
<F1>   Options are for shares of Holdings  Class C Stock.  Value is  determined
        based upon the excess of the fair market value of Holdings Class C Stock
        (determined based on the most recent sale by Holdings of its stock) over
        the exercise price. The most recent sale by Holdings of its stock closed
        in  December  1993 and was of Holdings  Class B Stock (as defined  under
        "Security     Ownership    of    Certain     Beneficial    Owners    and
        Management--Description     of    Holdings     Common     Stock."    See
        "Business--Company   History"   and   "Security   Ownership  of  Certain
        Beneficial Owners and Management--Description of Holdings Common Stock."
        Such value may not be indicative of the value of Holdings  Class B Stock
        on the date  hereof  or of  Holdings  Class C Stock.  In the  event of a
        public offering by Holdings, value would be based upon fair market value
        as determined under the Holdings Plan.

<F2>    Options are for, and tandem SARs relate to, shares of Containers' common
        stock.  As of December 31, 1995,  13,754  shares of  Containers'  common
        stock are issued  and  outstanding  and an  additional  1,200  shares of
        Containers'  common stock are  authorized  for issuance under the Silgan
        Containers  Corporation  Second  Amended and Restated  1989 Stock Option
        Plan (the "Containers Plan").  Value is determined based upon the excess
        of the book value of  Containers'  common  stock from the date of grant,
        less the  portion  of parent  debt  allocable  to  Containers,  over the
        exercise  price.  In the event of a public  offering  by  Holdings  or a
        change of control of  Holdings,  such  options  and tandem SARs would be
        converted  into  options  and  tandem  SARs under the  Holdings  Plan as
        provided in the Containers Plan, and value would be based on fair market
        value as determined under the Holdings Plan.

<F3>    240  options  and  tandem  SARs  were  granted  in June  1989  under the
        Containers  Plan and an  additional  240  options  and tandem  SARs were
        granted in July 1990  under the  Containers  Plan.  The book  value,  as
        computed  under the  Containers  Plan,  for the  shares  underlying  the
        options and tandem SARs exceeds the exercise price therefor.

<F4>    Options are for, and tandem SARs relate to,  shares of Plastics'  common
        stock. As of December 31, 1995,  13,800 shares of Plastics' common stock
        are issued and outstanding  and an additional  1,200 shares of Plastics'
        common stock are  authorized  for issuance  under the Plastics Plan. The
        options and related SARs are not exercisable  until a public offering by
        Holdings or a change of control of Holdings shall have occurred.  At the
        time of such  public  offering or change of  control,  such  options and
        tandem SARs would be  converted  into  options and tandem SARs under the
        Holdings Plan as provided in the Plastics Plan, and value would be based
        upon the fair market value of such options and tandem SARs as determined
        under the Holdings Plan.
</FN>
</TABLE>


Pension Plans

        The Company has established pension plans (the "Pension Plans") covering
substantially  all  of  the  salaried  employees  of  Containers  and  Plastics,
respectively,  including the executive  officers (the "Containers  Pension Plan"
and the "Plastics  Pension Plan,"  respectively).  The Pension Plans are defined
benefit plans intended to be qualified pension plans under Section 401(a) of the
Code,  under which pension costs are determined  annually on an actuarial  basis
with contributions made accordingly.



                                      -35-

<PAGE>



        The following table  illustrates the estimated annual normal  retirement
benefits that are payable under the Containers Pension Plan. Such benefit levels
assume retirement at age 65, the years of service shown,  continued existence of
the Containers  Pension Plan without  substantial change and payment in the form
of a single life annuity.
<TABLE>
<CAPTION>

                                                       Containers Pension Plan Table
   Final Average                                                      Years of Service
                      --------------------------------------------------------------------------------------------------------------
     Earnings              10                 15                   20                  25                  30               35
     ---------         ---------           ---------           ---------           ---------           ---------         --------
<S>                    <C>                 <C>                 <C>                 <C>                  <C>              <C>

    $  50,000          $   7,130           $  10,640           $  14,260           $  17,830           $  21,390         $24,960
       75,000             11,510              17,260              23,010              28,760              34,520          40,270
      100,000             15,880              23,820              31,760              39,700              47,640          55,580
      125,000             20,260              30,380              40,510              50,640              60,770          70,890
      150,000             24,630              36,950              49,260              61,580              73,890          86,210
      175,000             29,010              43,510              58,010              72,510              87,020         101,520
      200,000             33,380              50,070              66,760              83,450             100,140         116,830
      225,000             37,760              56,630              75,510              94,390             113,270         132,140
</TABLE>

        Benefits   under  the   Containers   Pension   Plan  are  based  on  the
participant's  average base pay (the "Salary" column in the Summary Compensation
Table) over the final three years of employment.  The amount of average base pay
taken into  account for any year is limited by Section  401(a)(17)  of the Code,
which imposes a cap of $150,000 (to be indexed for  inflation)  on  compensation
taken into account for 1994 and later years (the limit for 1993 was $235,840).

        As of  December  31,  1995,  the  years of  credited  service  under the
Containers  Pension Plan for the eligible executive officer named in the Summary
Compensation  Table is as follows:  James D. Beam, 8. Mr. Beam also participates
in the Supplemental  Plan, which is designed to make up for benefits not payable
under the Containers Pension Plan due to Internal Revenue Code limitations.  Mr.
Beam's  benefits under the  Supplemental  Plan are funded through a split-dollar
life insurance  policy;  income  attributable  to this life insurance  policy is
included  in the "All Other  Compensation"  column of the  Summary  Compensation
Table.

        The following table  illustrates the estimated annual normal  retirement
benefits that are payable under the Plastics  Pension Plan.  Such benefit levels
assume retirement age at 65, the years of service shown,  continued existence of
the Plastics Pension Plan without  substantial change and payment in the form of
a single life annuity.

<TABLE>
<CAPTION>

                                                        Plastics Pension Plan Table
    Final Average                                                   Years of Service
                       -------------------------------------------------------------------------------------------------------------
      Earnings             10                 15                   20                25                   30                35
    -------------      ---------           --------            ---------           ---------           --------          -------
    <S>                <C>                 <C>                 <C>                 <C>                 <C>               <C>
    $  50,000          $   7,000           $ 10,550            $  14,000           $ 17,500            $ 21,000          $24,500
       75,000             10,500             15,750              21,000              26,250              31,500           36,750
      100,000             14,000             21,000              28,000              35,000              42,000           49,000
      125,000             17,500             26,250              35,000              43,750              52,500           61,250
      150,000             21,000             31,500              42,000              52,500              63,000           73,950
      175,000             24,500             36,750              49,000              61,250              73,950           87,075
      200,000             28,000             42,000              56,000              70,200              85,200          100,200
      225,000             31,500             47,250              63,000              79,575              96,450          113,325
</TABLE>



                                      -36-

<PAGE>



         Benefits under the Plastics Pension Plan are based on the participant's
average total cash compensation (the "Salary" and "Bonus" columns in the Summary
Compensation  Table) over the final 36 months of  employment or over the highest
three of the final five calendar  years of  employment,  which ever produces the
greater average  compensation.  In computing the average,  compensation  for any
year cannot exceed 125% of base pay.  Compensation used in determining  benefits
is also  limited  by  Section  401(a)(17)  of the Code,  which  imposes a cap of
$150,000 (to be indexed for  inflation) on  compensation  taken into account for
1994 and later years (the limit for 1993 was $235,840).

        Benefits  under  the  Plastics  Pension  Plan may be  offset by a social
security  amount  (the plan  provides  benefits  based on the  greater  of three
formulas,  only one of which provides for a social security offset). Each of the
benefit  estimates in the above table is based on the formula that  produces the
greatest benefit for individuals with the stated earnings and years of service.

        As of  December  31,  1995,  the  years of  credited  service  under the
Plastics  Pension Plan for the eligible  executive  officer named in the Summary
Compensation Table is as follows: Russell F. Gervais, 6.

Certain Employment Agreements

        Certain  executive  officers and other key employees of  Containers  and
Plastics   (including  Messrs.   Beam  and  Gervais)  have  executed  employment
agreements.  The initial  term of each such  employment  agreement  is generally
three years from its effective date and is automatically extended for successive
one year  periods  unless  terminated  pursuant to the terms of such  agreement.
Generally,  these  employment  agreements  provide for,  among other  things,  a
minimum  severance benefit equal to base salary and benefits for, in most cases,
a period of one year (or the remainder of the term of the agreement,  if longer)
(i) if the  employee is  terminated  by his  employer  for any reason other than
disability  or for cause as specified  in the  agreement or (ii) if the employee
voluntarily  terminates  employment  due  to a  demotion  and,  in  some  cases,
significant relocation, all as specified in the agreement.

        The foregoing  summaries of the various  benefit plans and agreements of
the Company are qualified by reference to such plans and  agreements,  copies of
certain of which have been filed as exhibits to this Annual Report on Form 10-K.


Item 12.  Security Ownership of Certain Beneficial Owners and Management.

Certain Beneficial Owners of the Company's Capital Stock

        All of the outstanding shares of common stock of the Company, consisting
of one share of Class A Common  Stock,  par value $.01 per share  (the  "Company
Class A Stock"), and one share of Class B Common Stock, par value $.01 per share
(the "Company  Class B Stock"),  are owned by Holdings.  Holdings'  address is 4
Landmark Square, Stamford, CT 06901.



                                      -37-

<PAGE>



Certain Beneficial Owners of Holdings' Capital Stock

        The  following  table  sets  forth,  as  of  March  15,  1996,   certain
information  with respect to the  beneficial  ownership  by certain  persons and
entities of outstanding shares of capital stock of Holdings:
<TABLE>
<CAPTION>

                                      Number of Shares of Each Class of               Percentage Ownership of
                                         Holdings Common Stock Owned                   Holdings Common Stock
                                     -----------------------------------  ----------------------------------------------
                                     Class A    Class     Class C         Class A   Class B    Class C  Consolidated <F1>
                                     -------    -------   -------         -------   -------    -------  ----------------
<S>                                  <C>        <C>       <C>             <C>       <C>         <C>
R. Philip Silver <F2>.............   208,750      --         --             50%       --         --         19.24%
D. Greg Horrigan <F2>.............   208,750      --         --             50%       --         --         19.24%
James S. Hoch <F3>................      --        --         --             --        --         --          --
Robert H. Niehaus <F3>............      --        --         --             --        --         --          --
Harley Rankin, Jr. <F4>...........      --        --      12,400<F5>        --        --       18.08%        --
James D. Beam <F6>................      --        --         --             --        --         --          --
Russell F. Gervais <F7>...........      --        --         --             --        --         --          --
The Morgan Stanley Leveraged
 Equity Fund II, L.P. <F8>........      --      417,500      --             --      62.55%       --         38.48%

Mellon Bank, N.A., as trustee for
 First Plaza Group Trust <F9>.....      --      250,000      --             --      37.45%       --         23.04%

All officers and directors as a
 group............................   417,500      --      18,600<F5>        100%      --       27.11%<F10>  38.48%


-------------------
<FN>
<F1> This column  reflects the percentage  ownership of voting common stock that
     would exist if Holdings  Class A Stock (as defined  under  "Description  of
     Holdings  Common Stock" below) and Holdings Class B Stock (as defined under
     "Description  of Holdings  Common  Stock"  below) were  treated as a single
     class.  Holdings Class C Stock (as defined under  "Description  of Holdings
     Common  Stock"  below)  generally  does not have  voting  rights and is not
     included  in  the  percentage  ownership  reflected  in  this  column.  See
     "Description of Holdings Common Stock" below.

<F2> Director of Holdings and Silgan. Messrs. Silver and Horrigan are parties to
     a voting  agreement  pursuant  to which they have  agreed to use their best
     efforts to vote their  shares as a block.  The address for such person is 4
     Landmark Square, Stamford, CT 06901.

<F3> Director of Holdings and Silgan.  The address for such person is c/o Morgan Stanley & Co. Incorporated, 1221
     Avenue of the Americas, New York, NY 10020.

<F4> The address for such person is 4 Landmark Square, Stamford, CT  06901.

<F5> Reflects  shares that may be acquired  through the exercise of vested stock
     options granted pursuant to Silgan Holdings Inc. Third Amended and Restated
     1989 Stock Option Plan.

<F6> Options to purchase  shares of common stock of  Containers  and tandem SARs
     have been granted to such person pursuant to the Containers Plan.  Pursuant
     to the Containers Plan, such options may be converted into stock options of
     Holdings (and the  Containers'  common stock issuable upon exercise of such
     options may be  converted  into common stock of Holdings) in the event of a
     public offering of any of Holdings'  common stock or a change of control of
     Holdings.  The  address for such person is 21800  Oxnard  Street,  Woodland
     Hills, CA 91367.

<F7> Options to purchase shares of common stock of Plastics and tandem SARs have
     been granted to such person pursuant to the Plastics Plan.  Pursuant to the
     Plastics Plan, such options may be converted into stock options of Holdings
     in the event of a public  offering of any of  Holdings'  common  stock or a
     change of control of Holdings. The address for such person is 14515 N.
     Outer Forty, Chesterfield, MO 63017.

<F8> The address for The Morgan Stanley Leveraged Equity Fund II, L.P., is 1221 Avenue of the Americas, New York,
     NY 10020.
</FN>



                                      -38-

<PAGE>


<FN>
<F9> The address for First  Plaza Group Trust is c/o General  Motors  Investment
     Management Corporation,  767 Fifth Avenue, New York, NY 10153. Mellon Bank,
     N.A.,  acts as the trustee (the  "Trustee")  for First Plaza, a trust under
     and for the benefit of certain  employee  benefit  plans of General  Motors
     Corporation  ("GM") and its subsidiaries.  These shares may be deemed to be
     owned  beneficially  by General Motors  Investment  Management  Corporation
     ("GMIMCo"),  a wholly owned  subsidiary  of GM.  GMIMCo is serving as First
     Plaza's  investment  manager  with  respect  to  these  shares  and in that
     capacity  it has the sole power to direct the  Trustee as to the voting and
     disposition  of  these  shares.  Because  of the  Trustee's  limited  role,
     beneficial ownership of the shares by the Trustee is disclaimed.

<F10>Bankers  Trust New York  Corporation  beneficially  owns  50,000  shares of
     Holdings Class C Stock.
</FN>
</TABLE>


        See  "Description  of Holdings  Common  Stock" and  "Description  of the
Holdings  Organization  Agreement" for additional  information  about the common
stock of Holdings, the holders thereof and certain arrangements among them.

Description of Common Stock of the Company

        Under the Company's Restated  Certificate of Incorporation,  the Company
has  authority to issue 1,000 shares of Company  Class A Stock,  1,000 shares of
Company Class B Stock and 1,000 shares of Class C Common  Stock,  par value $.01
per share (the "Company Class C Stock").  The Company currently has one share of
Company Class A Stock and one share of Company Class B Stock outstanding,  which
shares  were  issued  to  Holdings  on June  30,  1989 in  conjunction  with the
effectiveness  of the 1989  Mergers.  No  shares  of  Company  Class C Stock are
currently outstanding.

Description of Holdings Common Stock

        Certain of the statements contained herein are summaries of the detailed
provisions  of the  Restated  Certificate  of  Incorporation  of  Holdings  (the
"Certificate of Incorporation") and are qualified in their entirety by reference
to the Certificate of Incorporation, a copy of which is filed herewith.

        Under the Certificate of Incorporation,  Holdings has authority to issue
500,000 shares of Class A Common Stock,  par value $.01 per share (the "Holdings
Class A  Stock"),  667,500  shares of Class B Common  Stock,  par value $.01 per
share (the  "Holdings  Class B Stock"),  and 1,000,000  shares of Class C Common
Stock, par value $.01 per share (the "Holdings Class C Stock" and, together with
the Holdings  Class A Stock and Holdings  Class B Stock,  the  "Holdings  Common
Stock").  Holdings has an aggregate of 1,135,000 shares of Holdings Common Stock
outstanding  as follows:  (i) 417,500  shares of  Holdings  Class A Stock;  (ii)
667,500  shares of Holdings  Class B Stock;  and (iii) 50,000 shares of Holdings
Class C Stock.  Except as described below, the rights,  privileges and powers of
Holdings Class A Stock and Holdings Class B Stock are identical, with each share
of each class  being  entitled  to one vote on all  matters  to come  before the
stockholders of Holdings.

        Until  the  occurrence  of a  Change  of  Control  (as  defined  in  the
Certificate of Incorporation  and as described  below),  the affirmative vote of
the  holders of not less than a majority of the  outstanding  shares of Holdings
Class A Stock and Holdings Class B Stock,  voting as separate classes,  shall be
required  for the  approval  of any matter to come  before the  stockholders  of
Holdings, except that (i) the holders of a majority of the outstanding shares of
Holdings Class A Stock,  voting as a separate class, have the sole right to vote
for the election and removal of three  directors (the  directors  elected by the
holders  of  Holdings  Class A Stock  being  referred  to  herein  as  "Class  A
Directors");  (ii) the  holders  of a  majority  of the  outstanding  shares  of
Holdings Class B Stock,  voting as a separate class, have the sole right to vote
for the election and removal of all  directors  other than the Class A Directors
(the  directors  elected by the holders of Holdings Class B Stock being referred
to  herein  as  "Class B  Directors");  and  (iii)  the vote of not less  than a
majority of the outstanding shares


                                      -39-

<PAGE>



of Holdings Class B Stock shall be required in certain  circumstances  set forth
in the Certificate of Incorporation.  The holders of Holdings Class C Stock have
no voting  rights  except as  provided  by  applicable  law and except that such
holders are entitled to vote as a separate  class on certain  amendments  to the
Certificate of  Incorporation as provided  therein.  In the event Holdings sells
shares of any class of its common stock to the public, the distinctions  between
Holdings  Class A Stock  and  Holdings  Class B  Stock  terminate,  the  powers,
including  voting  powers,  of Holdings Class A Stock and Holdings Class B Stock
shall be identical  upon  compliance  with certain  provisions  contained in the
Certificate of Incorporation,  and any Regulated Stockholder  (generally defined
to mean banks) will be entitled to convert all shares of Holdings  Class C Stock
held by such  stockholder  into the same  number of shares of  Holdings  Class B
Stock (or Holdings  Class A Stock to the extent such Holdings  Class C Stock was
issued upon conversion of Holdings Class A Stock).

        After a Change of Control,  the  affirmative  vote of the holders of not
less than a majority of the  outstanding  shares of  Holdings  Class A Stock and
Holdings Class B Stock,  voting together as a single class, will be required for
the approval of any matter to come before the  stockholders of Holdings,  except
that the provisions described in clauses (i) and (ii) in the preceding paragraph
shall  continue  to apply  from and after a Change  of  Control,  and  except as
otherwise  provided in the  Certificate  of  Incorporation  with  respect to its
amendment. Also, after a Change of Control, the number of Class B Directors will
be increased to five.

        In the event that a vacancy  among the Class A Directors  or the Class B
Directors  occurs at any time prior to the  election  of  directors  at the next
scheduled  annual meeting of stockholders,  the vacancy shall be filled,  in the
case of the  Class A  Directors,  by  either  (i) the vote of the  holders  of a
majority  of the  outstanding  shares of  Holdings  Class A Stock,  at a special
meeting of stockholders, or (ii) by written consent of the holders of a majority
of the  outstanding  shares of Holdings  Class A Stock,  and, in the case of the
Class B  Directors,  by either (i) the vote of the  holders of a majority of the
outstanding   shares  of  Holdings  Class  B  Stock  at  a  special  meeting  or
stockholders,  or (ii) by written  consent of the  holders of a majority  of the
outstanding shares of the Holdings Class B Stock.

        A "Change of Control" is defined in the Certificate of  Incorporation to
include the occurrence of any of the following  events:  (i) Messrs.  Silver and
Horrigan shall  collectively own, directly or indirectly,  less than one-half of
the aggregate  number of  outstanding  shares of Holdings Class A Stock owned by
them directly or indirectly on June 30, 1989 on a common stock equivalent basis,
or (ii) the acceleration of the  indebtedness  under the Credit Agreement or the
Discount  Debentures,  as a result  of the  occurrence  of an  event of  default
thereunder  relating  to a payment  default  or a  financial  covenant  event of
default.

Description of the Holdings Organization Agreement

        Concurrently  with the  issuance and sale to First Plaza of the Holdings
Stock, Holdings, The Morgan Stanley Leveraged Equity Fund II, L.P. ("MSLEF II"),
Bankers Trust New York Corporation  ("BTNY"),  First Plaza and Messrs. R. Philip
Silver and D. Greg Horrigan  entered into the Amended and Restated  Organization
Agreement dated as of December 21, 1993 (the "Holdings Organization  Agreement")
that provides for the termination of the Organization Agreement dated as of June
30, 1989 by and among Holdings,  MSLEF II, BTNY and Messrs.  Silver and Horrigan
(except for the indemnification  provisions  thereof,  which provisions survive)
and for the  investment by First Plaza in Holdings and the  relationships  among
the  stockholders  and between the  stockholders  and  Holdings.  Certain of the
statements  contained  herein are  summaries of the detailed  provisions  of the
Holdings Organization Agreement and are qualified in their entirety by reference
to the Holdings Organization Agreement.

        The  Holdings  Organization   Agreement  prohibits  the  disposition  of
Holdings'  common stock without the prior written consent of Messrs.  Silver and
Horrigan and MSLEF II, except for (i) dispositions to affiliates  (which, in the
case of First Plaza,  includes any successor or underlying  trust, and which, in
the case of MSLEF


                                      -40-

<PAGE>



II, does not include any person  which is not an  Investment  Entity (as defined
below)),  (ii)  dispositions  to certain  family  members of Messrs.  Silver and
Horrigan or trusts for the benefit of those family members,  (iii)  dispositions
to certain parties,  subject to certain other rights of first refusal  discussed
below,  (iv) the sale by First Plaza to Holdings  of all of the  Holdings  Stock
acquired by First Plaza on December  21,  1993,  upon the  exercise of Holdings'
call option as described  below,  and (v)  dispositions  in  connection  with an
initial public offering of the common stock of Holdings, as described below. Any
transfer of Holdings'  common stock (other than  transfers  described in clauses
(iv) and (v) of the  preceding  sentence)  will be void  unless  the  transferee
agrees in writing prior to the proposed transfer to be bound by the terms of the
Holdings Organization Agreement.

        Under the Holdings Organization Agreement, MSLEF II may effect a sale of
stock to an  Investment  Entity  (generally  defined  as any  person  who (i) is
primarily  engaged in the business of investing in securities of other companies
and not taking an active role in the  management or operations of such companies
and (ii) does not  permit the  participation  or  involvement  in any way in the
business  or affairs of  Holdings  of a person who is engaged in a business  not
described in clause (i)) or, in the event of certain  defaults under the amended
and restated  management services agreement by and between S&H, a company wholly
owned by Messrs.  Silver and  Horrigan,  and  Holdings  (described  below  under
"Description of Management  Agreements"),  to a third party, in each case, if it
first offers such stock to: (a) Holdings,  (b) the Group  (defined  generally to
mean, collectively,  Messrs. Silver and Horrigan and their respective affiliates
and certain  related  family  transferees  and estates,  with Mr. Silver and his
affiliates and certain related family transferees and estates being deemed to be
collectively  one member of the Group,  and Mr.  Horrigan and his affiliates and
certain  related family  transferees and estates being deemed to be collectively
one  member  of the  Group)  and (c) BTNY,  in each  case on the same  terms and
conditions as the proposed sale to an  Investment  Entity or the proposed  third
party sale. In addition, in any such sale by MSLEF II, BTNY and First Plaza must
be  given  the  opportunity  to sell the same  percentage  of its  stock to such
Investment  Entity or third party.  Each member of the Group may transfer shares
of stock to a third  party if such holder  first  offers such shares to: (a) the
other member of the Group, (b) Holdings, (c) MSLEF II and (d) BTNY, in each case
on the same terms and  conditions  as the  proposed  third party sale.  BTNY may
effect a sale of stock to a third  party if it first  offers such shares to: (a)
Holdings,  (b) MSLEF II and (c) the  Group,  in each case on the same  terms and
conditions as the proposed third party sale.

        Under the Holdings Organization Agreement,  either MSLEF II or the Group
has the right to  require a  recapitalization  transaction.  A  recapitalization
transaction  is defined  as any  transaction  (such as a merger,  consolidation,
exchange of  securities or  liquidation)  involving  Holdings  pursuant to which
MSLEF II and the Group  retain  their  proportionate  ownership  interest in the
surviving  entity  if the  following  conditions  are met:  (i) the value of any
securities  of the  surviving  entity  acquired  or  retained  by the  party not
initiating  the  recapitalization   transaction  does  not  exceed  67%  of  the
difference  between (x) the value of such  securities  and any cash  received by
such  party and (y) all taxes  payable as a result of the  transaction,  (ii) if
MSLEF II initiates  the  recapitalization  transaction  and will not own all the
voting equity  securities of the  surviving  entity not owned by the Group,  the
Group  shall  have the right to  purchase  such  securities,  (iii) if the Group
initiates the  recapitalization  transaction  and will not own all of the voting
equity  securities  of the  surviving  entity,  MSLEF II shall have the right to
purchase  such  securities,  and (iv) the  majority in  principal  amount of the
indebtedness  incurred in connection with such transaction  shall be held for at
least one year by persons not  affiliated  with either MSLEF II or any member of
the Group.

        At any time  prior to  December  21,  1998,  Holdings  has the right and
option to purchase from First Plaza,  and First Plaza shall have the  obligation
to sell to  Holdings,  all (but not less than all) of the  Holdings  Stock for a
price per share equal to the greater of (i) $120 per share and (ii) the purchase
price  necessary to yield on an annual basis a compound  return on investment of
forty  percent  (40%).  The  number of shares  subject to such call and the call
purchase price shall be proportionately adjusted to take into account any stock


                                      -41-

<PAGE>



dividend,   stock   split,   combination   of  shares,   subdivision   or  other
recapitalization of the capital stock of Holdings.

        The Holdings Organization Agreement provides that at any time after June
15,  1996,  the  holders of a majority of the issued and  outstanding  shares of
Holdings  Class A Stock and  Holdings  Class B Stock  (considered  together as a
class) may by written  notice to Holdings  require  Holdings to pursue the first
public offering of Holdings' common stock pursuant to an effective  registration
statement  (an  "IPO") on the  terms and  conditions  provided  in the  Holdings
Organization  Agreement.  In  addition  to the  portion  of the IPO which  shall
consist of shares of Holdings' common stock to be sold by Holdings,  the IPO may
also include a secondary tranche  consisting of shares of Holdings' common stock
to be sold by stockholders of Holdings.

        Pursuant to the provisions of the Holdings Organization Agreement,  each
of MSLEF II,  BTNY,  First Plaza and Messrs.  Silver and  Horrigan has agreed to
take all  action  (including  voting its shares of  Holdings'  common  stock) to
approve the adoption of the Restated  Certificate of  Incorporation of Holdings,
as amended,  the Amended and Restated  By-laws of Holdings,  and the Amended and
Restated  Management  Services  Agreement  (the  "Post-IPO  Management  Services
Contract"),  in each case  substantially  in the form  agreed to pursuant to the
Holdings Organization Agreement and in each case to become effective at the time
an IPO is completed.  The Post-IPO Management Services Contract provides,  among
other things, for the payment to S&H of management fees of $2.0 million annually
plus  reimbursement  of  expenses.   See  "Certain   Relationships  and  Related
Transactions--Management Agreements" below.

        Pursuant to the provisions of the Holdings Organization Agreement, MSLEF
II has  agreed  that it will not vote its  shares of  Holdings  Class B Stock in
favor of any changes in the Certificate of Incorporation or By- laws of Holdings
which would adversely  affect the rights of First Plaza,  unless First Plaza has
consented in writing to such change.  In addition,  so long as First Plaza shall
hold not less than 18.73% of the issued and outstanding shares of Holdings Class
B Stock,  First  Plaza  shall  have the  right to  nominate  one of the  Class B
Directors to be elected at each annual  meeting of  stockholders  in  accordance
with the  provisions of the  Certificate  of  Incorporation,  and the holders of
Holdings  Class B Stock  parties to the  Holdings  Organization  Agreement  have
agreed to vote their shares of Holdings Class B Stock in favor of such nominee.

        In  addition,  in the event  that  First  Plaza,  MSLEF II or BTNY shall
purchase any shares of Holdings Class A Stock, such purchaser has agreed that it
will vote such shares in  accordance  with the  directions  of the "holders of a
majority of the shares of Class A Stock held by the Group" (defined generally to
mean the holders of a majority of the  aggregate  of 417,500  shares of Holdings
Class A Stock held by Messrs. Silver and Horrigan at December 21, 1993, which at
the time of any such  determination  have been  continuously and are held by the
Group)  until such time as a Change of Control has  occurred.  In the event that
Messrs.  Silver or Horrigan shall purchase any shares of Holdings Class B Stock,
such  purchaser  agrees  that it will vote such  shares in  accordance  with the
directions  of MSLEF II,  unless MSLEF II and First Plaza  (together  with their
respective  affiliates)  shall hold directly or indirectly less than one-half of
the  aggregate  number of shares of Holdings  Class B Stock held by MSLEF II and
First Plaza immediately following the issuance and sale of the Holdings Stock to
First Plaza on December 21, 1993.

        Pursuant to the terms of the Holdings Organization  Agreement,  Holdings
entered into an amended and restated  management  services agreement with S&H, a
corporation  wholly owned by Messrs.  Silver and Horrigan.  See  "Description of
Management Agreements" below.

        The Holdings  Organization  Agreement terminates upon the earlier of (i)
the mutual  agreement  of the  parties,  (ii) such time as it becomes  unlawful,
(iii) the completion of an IPO, and (iv) June 30, 1999. The parties may agree to
extend the term of the Holdings Organization Agreement.



                                      -42-

<PAGE>



Description of the Holdings Stockholders Agreement

        Concurrently  with the  issuance and sale to First Plaza of the Holdings
Stock,  Holdings,  MSLEF II, BTNY,  First Plaza and Messrs.  Silver and Horrigan
entered  into a  Stockholders  Agreement  dated as of  December  21,  1993  (the
"Stockholders  Agreement")  that  provides  for certain  prospective  rights and
obligations  among the  stockholders  and between the stockholders and Holdings.
The operative provisions of the Stockholders  Agreement do not take effect until
after  the  occurrence  of an IPO,  at  which  time  the  Holdings  Organization
Agreement will have  terminated in accordance  with its terms as described above
under  "Description  of the  Holdings  Organization  Agreement."  Certain of the
statements  contained  herein are  summaries of the detailed  provisions  of the
Stockholders  Agreement and are qualified in their  entirety by reference to the
Stockholders Agreement.

        The  Stockholders  Agreement  provides  that for a period of eight years
after the IPO,  each of MSLEF II and First  Plaza shall have the right to demand
two separate  registrations of its shares of Holdings' common stock (equalling a
total of four  separate  demand  registrations);  provided,  however,  that such
demand right will  terminate as to MSLEF II or First Plaza,  as the case may be,
at such time as MSLEF II or First Plaza,  as the case may be,  together with its
affiliates,  owns less than five percent of the issued and outstanding shares of
Holdings'  common stock at any time.  If, at any time or from time to time for a
period of eight  years  after the IPO,  Holdings  shall  determine  to  register
Holdings' common stock (other than in connection with certain non-  underwritten
offerings),  Holdings will offer each of MSLEF II, BTNY, First Plaza and Messrs.
Silver and Horrigan the opportunity to register shares of Holdings' common stock
it holds in a "piggyback registration."

        The Stockholders Agreement prohibits the transfer prior to June 30, 1999
(or, in the case of any  restriction  applicable  to First  Plaza,  December 21,
1998) by MSLEF II, First Plaza or Messrs. Silver or Horrigan of Holdings' common
stock without the prior written consent of Messrs. Silver and Horrigan and MSLEF
II, except for (i) transfers made in connection with a public offering or a Rule
144 Open Market  Transaction (as defined in the  Stockholders  Agreement),  (ii)
transfers made to an affiliate,  which, in the case of a transfer by First Plaza
or MSLEF II to an affiliate,  must be an Investment Entity (defined generally to
be  any  person  who is  primarily  engaged  in the  business  of  investing  in
securities of other companies and not taking an active role in the management or
operations of such companies), (iii) transfers made to certain family members of
Messrs.  Silver and Horrigan or trusts for the benefit of those family  members,
(iv) certain  transfers by First Plaza to a third party that comply with certain
rights of first refusal of the Group and MSLEF II set forth in the  Stockholders
Agreement,  (v) certain transfers by MSLEF II to an Investment Entity or, in the
event of certain  defaults  under the amended and restated  management  services
agreement  between S&H and Holdings,  to a third party, that comply with certain
rights of first  refusal of the Group set forth in the  Stockholders  Agreement,
(vi)  certain  transfers  by either  member of the Group to a third  party  that
comply with certain rights of first refusal of the other member of the Group and
MSLEF II set forth in the Stockholders Agreement, and (vii) in the case of MSLEF
II, a distribution of all or substantially all of the shares of Holdings' common
stock  then  owned  by  MSLEF  II  to  the   partners  of  MSLEF  II  (a  "MSLEF
Distribution"). Notwithstanding the foregoing, MSLEF II may pledge its shares of
Holdings' common stock to a lender or lenders reasonably  acceptable to Holdings
to secure a loan or loans to MSLEF II. In the event of any proposed  foreclosure
of such pledge,  such shares will be subject to certain  rights of first refusal
of the Group set forth in the Stockholders Agreement.

        The Stockholders Agreement provides that until December 21, 1998, for so
long as MSLEF II and its affiliates  (excluding the limited partners of MSLEF II
who may  acquire  shares of  Holdings'  common  stock  from  MSLEF II in a MSLEF
Distribution)  shall hold at least one-half of the number of shares of Holdings'
common stock held by MSLEF II on December 21, 1993 (as  adjusted,  if necessary,
to take into account any stock  dividend,  stock split,  combination  of shares,
subdivision or recapitalization  of the capital stock of Holdings),  the parties
and  their  Restricted  Voting  Transferees  (as  defined  in  the  Stockholders
Agreement) shall use their


                                      -43-

<PAGE>



best efforts  (including  to vote any shares of Holdings'  common stock owned or
controlled by such person or otherwise) to cause the  nomination and election of
two (2) members of the Board of  Directors of Holdings to be chosen by MSLEF II;
provided,  however,  that each such  nominee  shall be (i) either an employee of
Morgan Stanley whose primary responsibility is managing investments for MSLEF II
(or a successor or related  partnership) or (ii) a person reasonably  acceptable
to the  Group  not  engaged  in (as a  director,  officer,  employee,  agent  or
consultant or as a holder of more than five percent of the equity securities of)
a business competitive with that of Holdings.

        In addition,  until  December  21, 1998,  for so long as the Group shall
hold at least one-half of the number of shares of Holdings' common stock held by
it in the  aggregate on December 21, 1993 (as adjusted,  if  necessary,  to take
into account any stock dividend, stock split, combination of shares, subdivision
or  recapitalization  of the capital stock of  Holdings),  the parties and their
Restricted Voting  Transferees  shall use their best efforts  (including to vote
any shares of  Holdings'  common  stock  owned or  controlled  by such person or
otherwise) to cause the nomination and election of two (2) individuals nominated
by the  "holders  of a majority of the shares of  [c]ommon  [s]tock  held by the
Group" (as such phrase is defined in the  Stockholders  Agreement) as members of
the Board of Directors of Holdings;  provided, however, that at least one (1) of
such nominees shall be Mr. Silver or Mr.  Horrigan and the other person,  if not
Mr. Silver or Mr. Horrigan, shall be a person reasonably acceptable to MSLEF II,
so long as MSLEF II and its affiliates (other than any affiliate which is not an
Investment Entity and excluding the limited partners of MSLEF II who may acquire
shares of Holdings'  common stock from MSLEF II in a MSLEF  distribution)  shall
hold at least one-half of the number of shares of Holdings' common stock held by
MSLEF II at the Closing Date (as adjusted,  if  necessary,  to take into account
any  stock  dividend,  stock  split,  combination  of  shares,   subdivision  or
recapitalization of the capital stock of Holdings).

        Subject to the terms of the preceding two paragraphs, for so long as the
Group shall hold at least  one-half of the number of shares of Holdings'  common
stock  held  by it in the  aggregate  at  the  Closing  Date  (as  adjusted,  if
necessary, to take into account any stock dividend,  stock split, combination of
shares, subdivision or recapitalization of the capital stock of Holdings), First
Plaza and its Restricted  Voting  Transferees shall vote all shares of Holdings'
common stock held by them in favor of any other directors  standing for election
to Holdings' Board of Directors for whom the holders of a majority of the shares
of Holdings' common stock held by the Group shall direct First Plaza to vote.

        The  Stockholders  Agreement  further  provides that until  December 21,
1998, MSLEF II and its Restricted  Voting  Transferees  shall vote all shares of
Holdings' common stock held by them against any unsolicited  merger,  or sale of
Holdings'  business or its assets, if such transaction is opposed by the holders
of a majority of the shares of common stock held by the Group,  unless as of the
applicable  record date for such vote,  the Group holds less than ninety percent
(90%) of the  number of  shares  of  Holdings'  common  stock  held by it in the
aggregate at the Closing Date (as adjusted,  if necessary,  to take into account
any  stock  dividend,  stock  split,  combination  of  shares,   subdivision  or
recapitalization  of the capital  stock of Holdings).  Until  December 21, 1998,
First  Plaza and its  Restricted  Voting  Transferees  shall  vote all shares of
common stock held by them against any unsolicited  merger,  or sale of Holdings'
business  or its  assets,  if such  transaction  is opposed by the  holders of a
majority  of the shares of common  stock held by the Group;  provided,  however,
that First Plaza and its Restricted Voting  Transferees shall not be required to
vote their shares of Holdings'  common stock in accordance with the foregoing if
(i) in connection  with such merger or sale,  (x) First Plaza and its Restricted
Voting Transferees  propose to sell or otherwise transfer all of their shares of
Holdings' common stock to a third party for aggregate cash consideration of less
than $10 million and (y) the Group and/or MSLEF II has not exercised their right
of first  refusal  in respect of such sale or  transfer  by First  Plaza or such
right of first  refusal in respect of the shares of Holdings'  common stock held
by First Plaza shall have terminated,  or (ii) as of the applicable  record date
for such vote,  the Group holds less than ninety  percent (90%) of the number of
shares of  Holdings'  common  stock held by it in the  aggregate at December 21,
1993


                                      -44-

<PAGE>



(as  adjusted,  if  necessary,  to take into account any stock  dividend,  stock
split,  combination of shares,  subdivision or  recapitalization  of the capital
stock of Holdings).


Item 13.  Certain Relationships and Related Transactions.

Management Agreements

        Holdings,  Silgan,  Containers and Plastics each entered into an amended
and  restated  management  services  agreement  dated as of  December  21,  1993
(collectively,  the "Management Agreements") with S&H to replace in its entirety
its existing management services  agreement,  as amended,  with S&H. Pursuant to
the  Management  Agreements,  S&H  provides  Holdings,  Silgan,  Containers  and
Plastics  and  their  respective   subsidiaries  with  general   management  and
administrative services (the "Services").  The Management Agreements provide for
payments to S&H (i) on a monthly basis, of $5,000 plus an amount equal to 2.475%
of consolidated earnings before depreciation, interest and taxes of Holdings and
its  subsidiaries  ("Holdings  EBDIT"),  for such calendar  month until Holdings
EBDIT for the  calendar  year  shall  have  reached  an amount  set forth in the
Management  Agreements for such calendar year (the "Scheduled Amount") and 1.65%
of Holdings  EBDIT for such calendar month to the extent that Holdings EBDIT for
the calendar year shall have  exceeded the  Scheduled  Amount but shall not have
been greater than an amount (the "Maximum  Amount") set forth in the  Management
Agreements (the "Monthly  Management  Fee") and (ii) on a quarterly basis, of an
amount  equal to  2.475%  of  Holdings  EBDIT for such  calendar  quarter  until
Holdings EBDIT for the calendar year shall have reached the Scheduled Amount and
1.65% of Holdings  EBDIT for such  calendar  quarter to the extent that Holdings
EBDIT for the calendar year shall have  exceeded the Scheduled  Amount but shall
not have been greater than the Maximum Amount (the "Quarterly  Management Fee").
The Scheduled  Amount was $77.5 million for the calendar year 1995 and increases
by $6.0 million for each year thereafter.  The Maximum Amount is $95.758 million
for the calendar year 1995, $98.101 million for the calendar year 1996, $100.504
million for the calendar year 1997,  $102.964 million for the calendar year 1998
and  $105.488  million for the calendar  year 1999.  The  Management  Agreements
provide that upon receipt by Silgan of a notice from Bankers  Trust that certain
events of default  under the  Credit  Agreement  have  occurred,  the  Quarterly
Management Fee shall continue to accrue,  but shall not be paid to S&H until the
fulfillment of certain conditions, as set forth in the Management Agreements.

        The Management  Agreements continue in effect until the earliest of: (i)
the completion of an IPO; (ii) June 30, 1999; (iii) at the option of each of the
respective  companies,  the failure or refusal of S&H to perform its obligations
under the Management  Agreements,  if such failure continues unremedied for more
than 60 days after written notice of its existence  shall have been given;  (iv)
at the  option  of MSLEF II (a) if S&H or  Holdings  is  declared  insolvent  or
bankrupt or a voluntary bankruptcy petition is filed by either of them, (b) upon
the occurrence of any of the following events with respect to S&H or Holdings if
not cured,  dismissed  or stayed  within 45 days:  the filing of an  involuntary
petition  in  bankruptcy,  the  appointment  of a  trustee  or  receiver  or the
institution of a proceeding seeking a reorganization,  arrangement,  liquidation
or dissolution,  (c) if S&H or Holdings  voluntarily  seeks a reorganization  or
arrangement  or makes an assignment for the benefit of creditors or (d) upon the
death or permanent  disability of both of Messrs.  Silver and Horrigan;  and (v)
the occurrence of a Change of Control (as defined in the Restated Certificate of
Incorporation of Holdings and as described under "Description of Holdings Common
Stock" above).

        In addition to the  management  fees  described  above,  the  Management
Agreements  provide for the payment to S&H on the closing  date of the IPO of an
amount, if any (the "Additional Amount") equal to the sum of the present values,
calculated  for each year or  portion  thereof,  of (i) the amount of the annual
management fee for such year or portion  thereof that otherwise  would have been
payable to S&H for each such year or portion thereof for the period beginning as
of the time of the IPO and ending on June 30, 1999 (the


                                      -45-

<PAGE>



"Remaining  Term")  pursuant  to  the  provisions  described  in  the  preceding
paragraph but for the  occurrence of the IPO,  minus (ii) the amount  payable to
S&H for the Remaining  Term at the rate of $2.0 million per year. The Management
Agreements further provide that the amounts described in clause (i) of the first
sentence  of this  paragraph  will be  calculated  based  upon  S&H's good faith
projections of Holdings EBDIT for each such year (or portion thereof) during the
Remaining Term (the  "Estimated  Fees"),  which  projections  shall be made on a
basis consistent with S&H's past projections.  The difference between the amount
of Estimated Fees for any particular  year and $2 million shall be discounted to
present value at the time of the IPO using a discount rate of eight percent (8%)
per annum, compounded annually.

        Additionally,  the Management Agreements provide that Holdings,  Silgan,
Containers, Plastics and their respective subsidiaries shall reimburse S&H, on a
monthly  basis,  for all  out-of-pocket  expenses  paid by S&H in providing  the
Services,  including fees and expenses to consultants,  subcontractors and other
third parties,  in connection with such Services.  All fees and expenses paid to
S&H under each of the Management Agreements are credited against amounts paid to
S&H under the other  Management  Agreements.  Under the terms of the  Management
Agreements,  Holdings,  Silgan,  Containers and Plastics have agreed, subject to
certain exceptions,  to indemnify S&H and its affiliates,  officers,  directors,
employees,  subcontractors,  consultants  or  controlling  persons  against  any
losses,  damages, costs and expenses they may sustain arising in connection with
the Management Agreements.

        The Management Agreements also provide that S&H may select a consultant,
subcontractor or agent to provide the Services.  S&H has retained Morgan Stanley
to render financial advisory services to S&H. In connection with such retention,
S&H has agreed to pay Morgan Stanley a fee equal to 9.1% of the fees paid to S&H
under the Management Agreements.

        The  Credit  Agreement  does not  permit  the  payment of fees under the
Management Agreements above amounts provided for therein.

        For the years ended  December 31, 1995,  1994 and 1993,  pursuant to the
arrangements  described above, S&H earned aggregate fees, including reimbursable
expenses and fees payable to Morgan Stanley,  of $5.4 million,  $5.0 million and
$4.4 million, respectively, from the Company, Holdings, Containers and Plastics,
and during 1995, 1994 and 1993 Morgan Stanley earned fees of $409,000,  $383,000
and $337,000, respectively.

Other

        In  connection  with the 1989  Mergers,  subject  to the  provisions  of
Delaware law, the Company agreed to indemnify each director,  officer, employee,
fiduciary and agent of the Company,  Containers,  Plastics and its  subsidiaries
and their  respective  affiliates  against costs,  expenses,  judgments,  fines,
losses,  claims,  damages and  settlements  (except for any settlement  effected
without the Company's  written consent) in connection with any claims,  actions,
suits,  proceedings  or  investigations  arising  out of or  related to the 1989
Mergers or their  financing,  including  certain  liabilities  arising under the
federal securities laws.

        Simultaneously  with  the  consummation  of  the  1989  Mergers,  a  tax
allocation  agreement  was entered into by Holdings,  the Company,  Plastics and
Containers that permits the Company and its subsidiaries to use the tax benefits
provided  by the debt of Holdings  and permits  funds to be provided to Holdings
from the  Company  and its  subsidiaries  in an amount  equal to the federal and
state tax  liabilities  of  Holdings,  as the parent of the  consolidated  group
consisting of Holdings,  the Company and its  Subsidiaries.  Such tax allocation
agreement has been amended and restated from time to time to include new members
of the consolidated group.



                                      -46-

<PAGE>



        In  connection  with  the  refinancings  of the  Company's  bank  credit
agreement  in 1995 and 1993,  the banks  thereunder  (including  Bankers  Trust)
received  certain fees  amounting to $17.2  million and $8.1 million in 1995 and
1993, respectively.

        G. William Sisley,  Secretary of the Company and Holdings,  is a partner
in the law firm of  Winthrop,  Stimson,  Putnam &  Roberts.  Winthrop,  Stimson,
Putnam & Roberts  provides  legal  services  to  Holdings,  the  Company and the
Company's subsidiaries.



                                      -47-

<PAGE>



                                    PART IV

Item 14.  Exhibits, Financial Statements, Schedules, and Reports on Form 8-K.

(a)

Financial Statements:

SILGAN CORPORATION:

Report of Independent Auditors.............................................. F-1

Consolidated Balance Sheets at December 31, 1995 and 1994 .................. F-2

Consolidated Statements of Operations for the years ended December 31,
    1995, 1994 and 1993......................................................F-3

Consolidated Statements of Common Stockholder's Equity for the years ended
    December 31, 1995, 1994 and 1993.........................................F-4

Consolidated Statements of Cash Flows for the years ended
    December 31, 1995, 1994 and 1993.........................................F-5

Notes to Consolidated Financial Statements...................................F-7

Schedules:

SILGAN CORPORATION:

 I.     Condensed Financial Information of Silgan Corporation:
          Condensed Balance Sheets at December 31, 1995 and 1994........... F-36
        Condensed Statements of Operations for the years ended 
          December 31, 1995, 1994 and 1993................................. F-37
        Condensed Statements of Cash Flows for the years ended
          December 31, 1995,
          1994 and 1993.................................................... F-38

II.     Schedules of Valuation and Qualifying Accounts for the years 
          enced December 31, 1995, 1994 and 1993........................... F-39

All other  financial  statements  and  schedules  not listed  have been  omitted
because  they are not  applicable,  or not  required,  or because  the  required
information  is  included  in the  consolidated  financial  statements  or notes
thereto.


                                      -48-

<PAGE>



Exhibits:


Exhibit
Number                                       Description


3.1                 Restated  Certificate of  Incorporation  of the Company,  as
                    amended (incorporated by reference to Exhibit 3.1 filed with
                    the Company's  Annual Report on Form 10-K for the year ended
                    December 31, 1993, Commission File No. 1-11200).

3.2                 By-laws of the Company (incorporated by reference to Exhibit
                    3(ii) filed with the  Company's  Registration  Statement  on
                    Form S-1, dated January 11, 1988, Registration Statement No.
                    33- 18719).

3.3                 Restated    Certificate   of   Incorporation   of   Holdings
                    (incorporated by reference to Exhibit 1 filed with Holdings'
                    Current Report on Form 8-K, dated March 25, 1994, Commission
                    File No.
                    33-28409).

3.4                 By-laws of Holdings  (incorporated  by  reference to Exhibit
                    3.4 filed with the Company's  Registration Statement on Form
                    S-1,  dated May 1,  1989,  Registration  Statement  No.  33-
                    28409).

4.1                 Indenture dated as of June 29, 1992, between the Company and
                    Shawmut Bank, N.A., as Trustee,  with respect to the 11-3/4%
                    Notes (incorporated by reference to Exhibit 1 filed with the
                    Company's  Current  Report on Form 8-K dated July 15,  1992,
                    Commission File No. 33- 46499).

4.2                 Indenture,  dated as of June 29, 1992,  between Holdings and
                    The Connecticut  National Bank, as trustee,  with respect to
                    the Holdings Discount Debentures  (incorporated by reference
                    to Exhibit 1 filed with Holdings' Current Report on Form 8-K
                    dated July 15, 1992, Commission File No. 33-47632).

4.3                 Form of the Company's 11-3/4% Senior  Subordinated Notes due
                    2002  (incorporated  by  reference to Exhibit 4.5 filed with
                    Holdings'  Annual  Report  on Form  10-K for the year  ended
                    December 31, 1992, Commission File No. 33-28409).

4.4                 Form of Holdings'  13-1/4%  Senior  Discount  Debentures due
                    2002  (incorporated  by  reference to Exhibit 4.4 filed with
                    Holdings'  Annual  Report  on Form  10-K for the year  ended
                    December 31, 1992, Commission File No. 33-28409).

10.1                Agreement for Purchase and Sale of Assets,  dated as of June
                    18, 1987,  between Carnation Company and Canaco  Corporation
                    (Containers)  (incorporated  by  reference  to Exhibit  2(i)
                    filed with the Company's Registration Statement on Form S-1,
                    dated January 11, 1988, Registration Statement No.
                    33-18719).

10.2                First  Amendment  to  Agreement  for  Purchase  and  Sale of
                    Assets, dated as of July 15, 1987, between Carnation Company
                    and  Canaco   Corporation   (Containers)   (incorporated  by
                    reference  to  Exhibit   2(ii)  filed  with  the   Company's
                    Registration  Statement on Form S-1, dated January 11, 1988,
                    Registration Statement No. 33-18719).



                                      -49-

<PAGE>


Exhibit
Number                                       Description


10.3                Second  Amendment  to  Agreement  for  Purchase  and Sale of
                    Assets,  dated as of  August  31,  1987,  between  Carnation
                    Company and Canaco Corporation (Containers) (incorporated by
                    reference  to  Exhibit   2(iii)  filed  with  the  Company's
                    Registration  Statement on Form S-1, dated January 11, 1988,
                    Registration Statement No. 33-18719).

10.4                Asset Purchase Agreement, dated as of July 29, 1987, between
                    Plastico   Corporation   (Plastics)  and  Monsanto   Company
                    (incorporated  by reference to Exhibit  2(iv) filed with the
                    Company's  Registration Statement on Form S-1, dated January
                    11, 1988, Registration
                    Statement No. 33-18719).

10.5                First Amendment to the Asset Purchase Agreement, dated as of
                    July 29, 1987, between Plastico  Corporation  (Plastics) and
                    Monsanto Company  (incorporated by reference to Exhibit 2(v)
                    filed with the Company's Registration Statement on Form S-1,
                    dated January 11, 1988, Registration Statement No.
                    33-18719).

10.6                Agreement  for  Purchase  and  Sale of  Assets,  dated as of
                    September 27, 1988, between Carnation Company and Containers
                    (incorporated  by  reference  to  Exhibit  1 filed  with the
                    Company's Current Report on Form 8-K, dated October 17,
                    1988).

10.7                Agreement for Sale and Purchase of  Containers,  dated as of
                    December 3, 1988,  between Containers and Dial (incorporated
                    by reference to Exhibit 2 filed with the  Company's  Current
                    Report on Form 8-K, dated December 19, 1988).

10.8               Asset  Purchase  Agreement,  dated as of  November  7, 1988,
                    between  Containers and Dial  (incorporated  by reference to
                    Exhibit 1 filed with the  Company's  Current  Report on Form
                    8-K, dated December 19, 1988).

10.9               Amended and Restated Stock Purchase  Agreement,  dated as of
                    January 1, 1989, among Aim, certain shareholders of Aim, and
                    the Company  (incorporated  by  reference to Exhibit 1 filed
                    with the Company's  Current  Report on Form 8-K, dated March
                    15, 1989).

10.10               Assignment  and  Assumption,  dated  as of  March  1,  1989,
                    between  the  Company  and  InnoPak   Plastics   Corporation
                    (Plastics)  (incorporated  by  reference  to Exhibit 2 filed
                    with the Company's  Current  Report on Form 8-K, dated March
                    15, 1989).

10.11               Agreement  for Purchase and Sale of Assets  between  Fortune
                    and  InnoPak  Plastics  Corporation  (Plastics)  dated as of
                    March 1, 1989  (incorporated by reference to Exhibit 1 filed
                    with the Company's  Current  Report on Form 8-K, dated April
                    14, 1989).

10.12               Amendment  to  Agreement  for  Purchase  and Sale of Assets,
                    dated as of March 30,  1989,  between  Fortune  and  InnoPak
                    Plastics Corporation  (Plastics)  (incorporated by reference
                    to Exhibit 2 to the Company's Current Report on Form 8-K,
                    dated April 14, 1989).

10.13               Assignment and Assumption  Agreement,  dated as of March 31,
                    1989,  between InnoPak Plastics  Corporation  (Plastics) and
                    Fortune Acquisition  Corporation  (incorporated by reference
                    to Exhibit 3 to the  Company's  Current  Report on Form 8-K,
                    dated April 14, 1989).



                                      -50-

<PAGE>


Exhibit
Number                                                         Description


10.14               Agreement for Purchase and Sale of Shares  between and among
                    InnoPak Plastics Corporation (Plastics),  Gordon Malloch and
                    Jurgen  Arnemann  and  Express,  dated as of  March 1,  1989
                    (incorporated  by  reference  to Exhibit 5 to the  Company's
                    Current Report on Form 8-K, dated April 14, 1989).

10.15               Amendment  to  Agreement  for  Purchase  and Sale of Shares,
                    dated  as  of  March  31,  1989,   among  InnoPak   Plastics
                    Corporation  (Plastics),  Express, Gordon Malloch and Jurgen
                    Arnemann  (incorporated  by  reference  to  Exhibit 6 to the
                    Company's Current Report on Form 8-K, dated April 14, 1989).

10.16               Assignment  and Assumption  Agreement  dated as of March 31,
                    1989,  between InnoPak Plastics  Corporation  (Plastics) and
                    827598 Ontario Inc.  (incorporated by reference to Exhibit 7
                    to the Company's Current Report on Form 8-K, dated April 14,
                    1989).

#10.17              Employment  Agreement,  dated  as  of  September  14,  1987,
                    between  James  Beam  and  Canaco  Corporation  (Containers)
                    (incorporated  by reference to Exhibit 10(vi) filed with the
                    Company's  Registration Statement on Form S-1, dated January
                    11, 1988, Registration Statement No. 33-18719).

#10.18              Amended and Restated Employment Agreement,  dated as of June
                    18,  1987,  between  Gerald  Wojdon and  Canaco  Corporation
                    (Containers)  (incorporated  by reference to Exhibit 10(vii)
                    filed with the Company's Registration Statement on Form S-1,
                    dated January 11, 1988, Registration Statement No.
                    33-18719).

#10.19              Employment Agreement, dated as of September 1, 1989, between
                    the  Company,   InnoPak  Plastics  Corporation   (Plastics),
                    Russell F.  Gervais and Aim  (incorporated  by  reference to
                    Exhibit 5 filed with the Company's Report on Form 8-K, dated
                    March 15, 1989).

10.20               Supply  Agreement for Gridley,  California  effective August
                    31, 1987  (incorporated by reference to Exhibit 10(ix) filed
                    with the Company's Registration Statement on Form S-1, dated
                    January  11,  1988,  Registration  Statement  No.  33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.21               Amendment to Supply Agreement for Gridley, California, dated
                    July 1, 1990  (incorporated  by reference  to Exhibit  10.27
                    filed with the Company's Registration Statement on Form S-1,
                    dated March 18, 1992,  Registration  Statement No. 33-46499)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.22               Supply  Agreement for Gustine,  California  effective August
                    31, 1987  (incorporated  by reference to Exhibit 10(x) filed
                    with the Company's Registration Statement on Form S-1, dated
                    January  11,  1988,  Registration  Statement  No.  33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.23               Amendment to Supply Agreement for Gustine, California, dated
                    March 1, 1990  (incorporated  by reference to Exhibit  10.29
                    filed with the Company's Registration Statement on Form S-1,
                    dated March 18, 1992,  Registration  Statement No. 33-46499)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).



                                      -51-

<PAGE>


Exhibit
Number                                       Description


10.24              Supply  Agreement for Hanford,  California  effective August
                    31, 1987  (incorporated by reference to Exhibit 10(xi) filed
                    with the Company's Registration Statement on Form S-1, dated
                    January  11,  1988,  Registration  Statement  No.  33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.25               Amendment to Supply Agreement for Hanford, California, dated
                    July 1, 1990  (incorporated  by reference  to Exhibit  10.31
                    filed with the Company's Registration Statement on Form S-1,
                    dated March 18, 1992,  Registration  Statement No. 33-46499)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.26               Supply Agreement for Riverbank,  California effective August
                    31, 1987 (incorporated by reference to Exhibit 10(xii) filed
                    with the Company's Registration Statement on Form S-1, dated
                    January  11,  1988,  Registration  Statement  No.  33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.27               Supply Agreement for Woodland,  California  effective August
                    31, 1987  (incorporated  by  reference  to Exhibit  10(xiii)
                    filed with the Company's Registration Statement on Form S-1,
                    dated January 11, 1988, Registration Statement No. 33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.28               Amendment  to Supply  Agreement  for  Woodland,  California,
                    dated July 1, 1990  (incorporated  by  reference  to Exhibit
                    10.34 filed with the  Company's  Registration  Statement  on
                    Form S-1, dated March 18, 1992,  Registration  Statement No.
                    33-46499)   (Portions   of  this   Exhibit  are  subject  to
                    confidential treatment pursuant to order of the Commission).

10.29               Supply Agreement for Morton, Illinois,  effective August 31,
                    1987  (incorporated  by reference to Exhibit  10(vii)  filed
                    with the Company's Registration Statement on Form S-1, dated
                    January  11,  1988,  Registration  Statement  No.  33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.30               Amendment to Supply  Agreement for Morton,  Illinois,  dated
                    July 1, 1990  (incorporated  by reference  to Exhibit  10.36
                    filed with the Company's Registration Statement on Form S-1,
                    dated March 18, 1992,  Registration  Statement No. 33-46499)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.31               Supply Agreement for Ft. Dodge,  Iowa,  effective August 31,
                    1987  (incorporated  by reference to Exhibit  10(xiv)  filed
                    with the Company's Registration Statement on Form S-1, dated
                    January  11,  1988,  Registration  Statement  No.  33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.32               Amendment to Supply  Agreement  for Ft. Dodge,  Iowa,  dated
                    March 1, 1990  (incorporated  by reference to Exhibit  10.38
                    filed with the Company's Registration statement on Form S-1,
                    dated March 18, 1992,  Registration  Statement No. 33-46499)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.33               Supply Agreement for Maysville,  Kentucky,  effective August
                    31, 1987 (incorporated by reference to Exhibit 10(xvi) filed
                    with the Company's Registration Statement on Form S-1,


                                      -52-

<PAGE>


Exhibit
Number                                       Description


                    dated January 11, 1988, Registration Statement No. 33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.34               Amendment to Supply Agreement for Maysville, Kentucky, dated
                    March 1, 1990  (incorporated  by reference to Exhibit  10.40
                    filed with the Company's Registration Statement on Form S-1,
                    dated March 18, 1992,  Registration  Statement No. 33-46499)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.35               Supply Agreement for St. Joseph, Missouri,  effective August
                    31, 1987  (incorporated  by  reference  to Exhibit  10(xvii)
                    filed with the Company's Registration Statement on Form S-1,
                    dated January 11, 1988, Registration Statement No. 33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.36               Amendment  to Supply  Agreement  for St.  Joseph,  Missouri,
                    dated March 1, 1990  (incorporated  by  reference to Exhibit
                    10.42 filed with the  Company's  Registration  Statement  on
                    Form S-1, dated March 18, 1992,  Registration  Statement No.
                    33-46499)   (Portions   of  this   Exhibit  are  subject  to
                    confidential treatment pursuant to order of the Commission).

10.37              Supply Agreement for Trenton, Missouri, effective August 31,
                    1987  (incorporated by reference to Exhibit  10(xviii) filed
                    with the Company's Registration Statement on Form S-1, dated
                    January  11,  1988,  Registration  Statement  No.  33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.38               Amendment to Supply Agreement for Trenton,  Missouri,  dated
                    March 1, 1990  (incorporated  by reference to Exhibit  10.44
                    filed with the Company's Registration Statement on Form S-1,
                    dated March 18, 1992,  Registration  Statement No. 33-46499)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.39               Supply  Agreement  for South  Dayton,  New  York,  effective
                    August  31,  1987  (incorporated  by  reference  to  Exhibit
                    10(xix) filed with the Company's  Registration  Statement on
                    Form S- 1, dated  January 11, 1988,  Registration  Statement
                    No.  33-18719)  (Portions  of this  Exhibit  are  subject to
                    confidential treatment pursuant to order of the Commission).

10.40               Amendment to Supply  Agreement for South  Dayton,  New York,
                    dated March 1, 1990  (incorporated  by  reference to Exhibit
                    10.46 filed with the  Company's  Registration  Statement  on
                    Form S-1, dated March 18, 1992,  Registration  Statement No.
                    33-46499)   (Portions   of  this   Exhibit  are  subject  to
                    confidential treatment pursuant to order of the Commission).

10.41               Supply Agreement for Statesville,  North Carolina, effective
                    August 31, 1987 (incorporated by reference to Exhibit 10(xx)
                    filed with the Company's Registration Statement on Form S-1,
                    dated January 11, 1988, Registration Statement No. 33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.42               Supply Agreement for Hillsboro, Oregon, effective August 31,
                    1987  (incorporated  by reference to Exhibit  10(xxi)  filed
                    with the Company's Registration Statement on Form S-1, dated
                    January  11,  1988,  Registration  Statement  No.  33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).



                                      -53-

<PAGE>


Exhibit
Number                                       Description


10.43               Amendment to Supply Agreement for Hillsboro,  Oregon,  dated
                    March 1, 1990  (incorporated  by reference to Exhibit  10.49
                    filed with the Company's Registration Statement on Form S-1,
                    dated March 18, 1992,  Registration  Statement No. 33-46499)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.44               Supply  Agreement  for  Moses  Lake,  Washington,  effective
                    August  31,  1987  (incorporated  by  reference  to  Exhibit
                    10(xxii) filed with the Company's  Registration Statement on
                    Form S-1, dated January 11, 1988, Registration Statement No.
                    33-18719)   (Portions   of  this   Exhibit  are  subject  to
                    confidential treatment pursuant to order of the Commission).

10.45               Amendment to Supply  Agreement  for Moses Lake,  Washington,
                    dated March 1, 1990  (incorporated  by  reference to Exhibit
                    10.51 filed with the  Company's  Registration  Statement  on
                    Form S-1, dated March 18, 1992,  Registration  Statement No.
                    33-46499)   (Portions   of  this   Exhibit  are  subject  to
                    confidential treatment pursuant to order of the Commission).

10.46               Supply Agreement for Jefferson,  Wisconsin, effective August
                    31, 1987  (incorporated  by reference  to Exhibit  10(xxiii)
                    filed with the Company's Registration Statement on Form S-1,
                    dated January 11, 1988, Registration Statement No. 33-18719)
                    (Portions  of  this  Exhibit  are  subject  to  confidential
                    treatment pursuant to order of the Commission).

10.47               Amendment  to Supply  Agreement  for  Jefferson,  Wisconsin,
                    dated March 1, 1990  (incorporated  by  reference to Exhibit
                    10.53 filed with the  Company's  Registration  Statement  on
                    Form S-1, dated March 18, 1992,  Registration  Statement No.
                    33-46499)   (Portions   of  this   Exhibit  are  subject  to
                    confidential treatment pursuant to order of the Commission).

10.48               Supply  Agreement for Fort Madison,  dated as of December 3,
                    1988  (incorporated by reference to Exhibit 2 filed with the
                    Company's  Current  Report on Form 8-K,  dated  December 19,
                    1988).

10.49               Amendment to Supply  Agreements  dated November 17, 1989 for
                    Ft. Dodge, Iowa; Hillsboro,  Oregon;  Jefferson,  Wisconsin;
                    St. Joseph, Missouri; and Trenton, Missouri (incorporated by
                    reference to Exhibit 10.49 filed with the  Company's  Annual
                    Report on Form 10-K for the year ended  December  31,  1989,
                    Commission File No. 33-18719)  (Portions of this Exhibit are
                    subject to confidential  treatment  pursuant to order of the
                    Commission).

#10.50              InnoPak  Plastics  Corporation  (Plastics)  Pension Plan for
                    Salaried  Employees  (incorporated  by  reference to Exhibit
                    10.32 filed with the  Company's  Annual  Report on Form 10-K
                    for the year ended December 31, 1988, Commission File No.
                    33-18719).

#10.51              Containers Pension Plan for Salaried Employees (incorporated
                    by  reference  to Exhibit  10.34  filed  with the  Company's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    1988, Commission File No. 33-18719).

10.52               Express Guaranty dated as of March 31, 1989 (incorporated by
                    reference  to  Exhibit   10.66  to  Holdings'   Registration
                    Statement on Form S-1, dated May 1, 1989, Registration No.
                    33- 28409).



                                      -54-

<PAGE>


Exhibit
Number                                       Description


10.53               Express  Security  Agreement  dated  as of  March  31,  1989
                    (incorporated  by  reference  to Exhibit  10.67 to Holdings'
                    Registration  Statement  on Form  S-1,  dated  May 1,  1989,
                    Registration No. 33-28409).

10.54               Canadian   Holdco  Guaranty  dated  as  of  March  31,  1989
                    (incorporated  by  reference  to Exhibit  10.68 to Holdings'
                    Registration  Statement  on Form  S-1,  dated  May 1,  1989,
                    Registration No. 33-28409).

10.55               Canadian Holdco Pledge  Agreement dated as of March 31, 1989
                    (incorporated  by  reference  to Exhibit  10.69 to Holdings'
                    Registration  Statement  on Form  S-1,  dated  May 1,  1989,
                    Registration No. 33-28409).

10.56               Canadian Acquisition Co. Guaranty dated as of March 31, 1989
                    (incorporated  by  reference  to Exhibit  10.70 to Holdings'
                    Registration  Statement  on Form  S-1,  dated  May 1,  1989,
                    Registration No. 33-28409).

10.57               Canadian  Acquisition Co. Pledge Agreement dated as of March
                    31, 1989  (incorporated  by  reference  to Exhibit  10.71 to
                    Holdings'  Registration  Statement on Form S-1, dated May 1,
                    1989, Registration No. 33-28409).

10.58               Agreement  and Plan of Merger,  dated as of April 28,  1989,
                    among Holdings, Acquisition and the Company (incorporated by
                    reference to Exhibit 2.6 to Holdings' Registration Statement
                    on Form S-1, dated May 1, 1989, Registration No. 33-28409).

10.59               Lease between  Containers and Riverbank Venture dated May 1,
                    1990  (incorporated by reference to Exhibit 10.99 filed with
                    the Company's  Annual Report on Form 10-K for the year ended
                    December 31, 1989, Commission File No. 33-18719).

10.60               Loan  Agreement  between  The Iowa  Department  of  Economic
                    Development,   City  of  Iowa   City  and   Iowa   City  Can
                    Manufacturing Company, dated November 17, 1988 (incorporated
                    by  reference  to Exhibit  10.100  filed with the  Company's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    1989, Commission File No. 33-18719).

10.61              Promissory Note and Promissory Note Agreement dated November
                    17,  1988 from Iowa City Can  Manufacturing  Company  to the
                    City of Iowa City  (incorporated  by  reference  to  Exhibit
                    10.101 filed with the  Company's  Annual Report on Form 10-K
                    for the year ended December 31, 1989, Commission File No.
                    33-18719).

10.62               Mortgage   between   City  of  Iowa  City,   Iowa  City  Can
                    Manufacturing  Company and Michael Development dated January
                    5, 1990  (incorporated  by reference to Exhibit 10.102 filed
                    with the  Company's  Annual Report on Form 10-K for the year
                    ended December 31, 1989, Commission File No. 33-18719).

10.63               Containers Master Equipment Lease with Decimus  Corporation,
                    dated as of October 11, 1989  (incorporated  by reference to
                    Exhibit  10.103 filed with the  Company's  Annual  Report on
                    Form 10-K for the year ended  December 31, 1989,  Commission
                    File No. 33-18719).



                                      -55-

<PAGE>


Exhibit
Number                                       Description

10.64               Amended and Restated Tax  Allocation  Agreement by and among
                    Holdings,   the  Company,   Containers,   InnoPak   Plastics
                    Corporation  (Plastics),  Aim, Fortune,  SPHI and Silgan PET
                    dated as of July 13,  1990  (incorporated  by  reference  to
                    Exhibit 10.107 filed with Post- Effective Amendment No. 6 to
                    the  Company's  Registration  Statement  on Form S-1,  dated
                    August 20, 1990, Registration Statement No. 33-18719).

10.65               Sublease  Agreement  between Amoco and PET Acquisition Corp.
                    (Silgan PET) dated July 24, 1989  (incorporated by reference
                    to Exhibit 10.111 filed with Post-Effective  Amendment No. 6
                    to the Company's  Registration  Statement on Form S-1, dated
                    August 20, 1990, Registration Statement No. 33-18719).

10.66               Lease  Agreement  between the Trustees of Cabot 95 Trust and
                    Amoco  Plastic   Products  Company  dated  August  16,  1978
                    (incorporated  by  reference  to Exhibit  10.112  filed with
                    Post-Effective Amendment No. 6 to the Company's Registration
                    Statement on Form S-1, dated August 20, 1990, Registration
                    Statement No. 33-18719).

10.67               Contribution   Agreement  by  and  among   Messrs.   Silver,
                    Horrigan,  Rankin and Rodriguez,  MSLEF II and BTNY dated as
                    of July 13, 1990  (incorporated  by  reference  to Exhibit 2
                    filed with the Company's  Current  Report on Form 8-K, dated
                    July 1990).

10.68               Asset  Purchase  Agreement,  dated as of November 1, 1991 by
                    and among  Silgan PET,  Holdings and Sewell  Plastics,  Inc.
                    (incorporated  by  reference  to  Exhibit  1 filed  with the
                    Company's  Current  Report on Form 8-K,  dated  December  2,
                    1991).

10.69               Inventory  and  Equipment  Purchase  Agreement,  dated as of
                    November  1,  1991 by and among  Silgan  PET,  Holdings  and
                    Sewell Plastics,  Inc. (incorporated by reference to Exhibit
                    2 filed with the Company's Current Report on Form 8-K, dated
                    December 2, 1991).

10.70               Letter  Agreement,  dated  November 15,  1991,  amending the
                    Asset Purchase Agreement dated as of November 1, 1991 by and
                    among  Silgan  PET,  Holdings  and  Sewell  Plastics,   Inc.
                    (incorporated  by  reference  to Exhibit 3 to the  Company's
                    Current Report on Form 8-K, dated December 2, 1991).

10.71               Letter  Agreement,  dated  November 15,  1991,  amending the
                    Inventory  and  Equipment  Purchase  Agreement  dated  as of
                    November  1,  1991 by and among  Silgan  PET,  Holdings  and
                    Sewell Plastics,  Inc. (incorporated by reference to Exhibit
                    4 filed with the Company's Current Report on Form 8-K, dated
                    December 2, 1991).

10.72               Letter  Agreement,  dated  November 31,  1991,  amending the
                    Inventory  and  Equipment  Purchase  Agreement  dated  as of
                    November  1,  1991 by and among  Silgan  PET,  Holdings  and
                    Sewell Plastics,  Inc. (incorporated by reference to Exhibit
                    5 filed with the Company's Current Report on Form 8-K, dated
                    December 2, 1991).

#10.73              Containers  Deferred Incentive Savings Plan (incorporated by
                    reference  to  Exhibit   10.144  filed  with  the  Company's
                    Registration  Statement  on Form S-1,  dated March 18, 1992,
                    Registration Statement No. 33-46499).



                                      -56-

<PAGE>


Exhibit
Number                                       Description


10.74              Amended and Restated  Pledge  Agreement dated as of June 18,
                    1992,  made by the Company  (incorporated  by  reference  to
                    Exhibit 5 filed with the  Company's  Current  Report on Form
                    8-K, dated July 15, 1992, Commission File No. 33-46499).

10.75               Amended and Restated  Pledge  Agreement dated as of June 18,
                    1992,  made by  Containers  and  Plastics  (incorporated  by
                    reference  to  Exhibit 6 filed  with the  Company's  Current
                    Report on Form 8-K, dated July 15, 1992, Commission File No.
                    33-46499).

10.76               Amended and Restated  Pledge  Agreement dated as of June 18,
                    1992, made by Holdings (incorporated by reference to Exhibit
                    7 filed with the Company's Current Report on Form 8-K, dated
                    July 15, 1992, Commission File No. 33-46499).

10.77               Amended and Restated Security Agreement dated as of June 18,
                    1992,   among   Plastics,   Containers   and  Bankers  Trust
                    (incorporated  by  reference  to  Exhibit  8 filed  with the
                    Company's  Current  Report on Form 8-K, dated July 15, 1992,
                    Commission File No. 33- 46499).

10.78               Underwriting  Agreement,  dated June 22,  1992,  between the
                    Company and Morgan Stanley with respect to the 11-3/4% Notes
                    (incorporated  by  reference  to  Exhibit  3 filed  with the
                    Company's  Current  Report on Form 8-K, dated July 15, 1992,
                    Commission File No. 33- 46499).

#10.79              Silgan  Containers  Corporation  Second Amended and Restated
                    1989 Stock Option Plan (incorporated by reference to Exhibit
                    10.100  filed  with  Post-Effective  Amendment  No. 2 to the
                    Company's  Registration Statement on Form S-1, dated May 11,
                    1994, Commission File No. 33-46499).

#10.80              Form of Containers  Nonstatutory Restricted Stock Option and
                    Stock   Appreciation   Right  Agreement   (incorporated   by
                    reference  to Exhibit  10.100  filed with  Holdings'  Annual
                    Report on Form 10-K for the year ended  December  31,  1992,
                    Commission File No. 33-28409).

#10.81              Silgan   Plastics   Corporation   1994  Stock   Option  Plan
                    (incorporated  by  reference  to Exhibit  10.102  filed with
                    Post-Effective Amendment No. 2 to the Company's Registration
                    Statement on Form S-1, dated May 11, 1994, Commission File
                    No. 33-46499).

#10.82              Form of Plastics  Nonstatutory  Restricted  Stock Option and
                    Stock   Appreciation   Right  Agreement   (incorporated   by
                    reference  to  Exhibit  10.103  filed  with   Post-Effective
                    Amendment No. 2 to the Company's  Registration  Statement on
                    Form S-1, dated May 11, 1994, Commission File No. 33-46499).

#10.83              Silgan  Holdings Inc.  Third Amended and Restated 1989 Stock
                    Option Plan  (incorporated  by  reference  to Exhibit  10.84
                    filed with Holdings' Annual Report on Form 10-K for the year
                    ended December 31, 1995, Commission File No. 33-28409).

#10.84              Form of Holdings  Nonstatutory  Restricted  Stock Option and
                    Stock   Appreciation   Right  Agreement   (incorporated   by
                    reference  to Exhibit  10.124  filed with  Holdings'  Annual
                    Report on Form 10-K for the year ended  December  31,  1992,
                    Commission File No. 33-28409).



                                      -57-

<PAGE>


Exhibit
Number                                       Description


10.85               Purchase  Agreement,  dated as of September 3, 1993, between
                    Containers  and Del  Monte  (incorporated  by  reference  to
                    Exhibit 1 filed with  Holdings'  Current Report on Form 8-K,
                    dated January 5, 1994, Commission File No. 33-28409).

10.86               Amendment  to Purchase  Agreement,  dated as of December 10,
                    1993,  between  Containers  and Del Monte  (incorporated  by
                    reference to Exhibit 2 filed with  Holdings'  Current Report
                    on Form 8-K, dated January 5, 1994, Commission File No.
                    33-28409).

10.87               Amended and  Restated  Organization  Agreement,  dated as of
                    December 21, 1993, among R. Philip Silver, D. Greg Horrigan,
                    MSLEF II, BTNY,  First Plaza and Holdings  (incorporated  by
                    reference to Exhibit 2 filed with  Holdings'  Current Report
                    on Form 8-K, dated March 25, 1994, Commission File No.
                    33-28409).

10.88               Stockholders Agreement, dated as of December 21, 1993, among
                    R. Philip Silver,  D. Greg Horrigan,  MSLEF II, BTNY,  First
                    Plaza and Holdings  (incorporated  by reference to Exhibit 3
                    filed with Holdings' Current Report on Form 8-K, dated March
                    25, 1994, Commission File No. 33-28409).

#10.89              Amended and Restated Management Services Agreement, dated as
                    of December 21, 1993, between S&H and Holdings (incorporated
                    by  reference  to  Exhibit 4 filed  with  Holdings'  Current
                    Report on Form 8-K, dated March 25, 1994, Commission File
                    No. 33-28409).

#10.90              Amended and Restated Management Services Agreement, dated as
                    of December 21, 1993,  between S&H and Silgan  (incorporated
                    by  reference  to  Exhibit 5 filed  with  Holdings'  Current
                    Report on Form 8-K, dated March 25, 1994, Commission File
                    No. 33-28409).

#10.91              Amended and Restated Management Services Agreement, dated as
                    of  December   21,   1993,   between   S&H  and   Containers
                    (incorporated by reference to Exhibit 6 filed with Holdings'
                    Current Report on Form 8-K, dated March 25, 1994, Commission
                    File No. 33-28409).

#10.92              Amended and Restated Management Services Agreement, dated as
                    of December 21, 1993, between S&H and Plastics (incorporated
                    by  reference  to  Exhibit 7 filed  with  Holdings'  Current
                    Report on Form 8-K, dated March 25, 1994, Commission File
                    No. 33-28409).

10.93               Stock  Purchase  Agreement,  dated as of December  21, 1993,
                    between Holdings and First Plaza  (incorporated by reference
                    to Exhibit 8 filed  with  Holdings'  Current  Report on Form
                    8-K, dated March 25, 1994, Commission File No. 33-28409).

10.94               Supply  Agreement,  dated as of September  3, 1993,  between
                    Containers  and Del  Monte  (incorporated  by  reference  to
                    Exhibit  10.118 filed with the  Company's  Annual  Report on
                    Form 10-K for the year ended  December 31, 1993,  Commission
                    File No. 1-11200).  (Portions of this Exhibit are subject to
                    an application  for  confidential  treatment  filed with the
                    Commission.)

10.95               Amendment  to Supply  Agreement,  dated as of  December  21,
                    1993,  between  Containers  and Del Monte  (incorporated  by
                    reference to Exhibit 10.119 filed with the Company's  Annual
                    Report on Form 10-K for the year ended  December  31,  1993,
                    Commission File No.


                                      -58-

<PAGE>

Exhibit
Number                                       Description

                    1-11200).  (Portions  of  this  Exhibit  are  subject  to an
                    application  for  confidential   treatment  filed  with  the
                    Commission.)

10.96               Credit Agreement,  dated as of August 1, 1995, among Silgan,
                    Containers,  Plastics,  the lenders  from time to time party
                    thereto,  Bankers Trust Company, as Administrative Agent and
                    as  a  Co-Arranger,   and  Bank  of  America  Illinois,   as
                    Documentation  Agent and as a Co- Arranger  (incorporated by
                    reference to Exhibit 2 filed with  Holdings'  Current Report
                    on Form 8-K, dated August 14, 1995, Commission File No.
                    33-28409).

10.97               Amended and Restated Holdings  Guaranty,  dated as of August
                    1, 1995,  made by Holdings  (incorporated  by  reference  to
                    Exhibit 4 filed with  Holdings'  Current Report on Form 8-K,
                    dated August 14, 1995, Commission File No. 33-28409).

10.98               Amended and Restated Borrowers Guaranty,  dated as of August
                    1,   1995,   made   by   Silgan,    Containers,    Plastics,
                    California-Washington   Can   Corporation   and   SCCW   Can
                    Corporation  (incorporated  by  reference to Exhibit 3 filed
                    with Holdings'  Current Report on Form 8-K, dated August 14,
                    1995, Commission File No. 33-28409).

10.99               Asset Purchase Agreement,  dated as of June 2, 1995, between
                    ANC and Containers  (incorporated  by reference to Exhibit 1
                    filed  with  Holdings'  Current  Report on Form  8-K,  dated
                    August 14, 1995, Commission File No. 33-28409).


*21                 Subsidiaries of the Registrant.

*27                 Financial Data Schedule.


(b)  Reports on Form 8-K:

        None.


--------------------
*Filed herewith

#Indicates  a  management  contract  or  compensatory  plan  or  arrangement  in
accordance with Instruction 3 to Item 14 of Form 10-K.



                                      -59-

<PAGE>



                                   SIGNATURES



         Pursuant to the  requirements of Section 13 of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          SILGAN CORPORATION



Date:  March 29, 1996                     By /s/ R. Philip Silver
                                             --------------------
                                             R. Philip Silver
                                             Chairman of the Board and
                                             Co-Chief Executive Officer



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.




Signature                               Title                          Date
---------                               -----                          ----

                                Chairman of the Board and
                                Co-Chief Executive Officer
/s/ R. Philip Silver           (Principal Executive Officer)      March 29, 1996
--------------------
(R. Philip Silver)

                               President, Co-Chief Executive      
/s/ D. Greg Horrigan                Officer and Director          March 29, 1996
--------------------
(D. Greg Horrigan)

                                Vice President, Assistant
/s/ James S. Hoch                Secretary and Director           March 29, 1996
-----------------
(James S. Hoch)

                                Vice President, Assistant
/s/ Robert H. Niehaus             Secretary and Director          March 29, 1996
---------------------
(Robert H. Niehaus)




                                      -60-

<PAGE>


Signature                               Title                          Date
---------                               -----                          ----

                               Executive Vice President, Chief
                               Financial Officer and Treasurer
/s/ Harley Rankin, Jr.          (Principal Financial Officer)     March 29, 1996
----------------------
(Harley Rankin, Jr.)

                               Vice President, Controller and
                                     Assistant Treasurer
/s/ Harold J. Rodriguez, Jr.   (Principal Accounting Officer)     March 29, 1996
----------------------------
(Harold J. Rodriguez, Jr.)





                                      -61-

<PAGE>



                               INDEX TO EXHIBITS




Exhibit No.                                   Exhibit


    21                               Subsidiaries of the Registrant.

    27                               Financial Data Schedule.


<PAGE>


                               TABLE OF CONTENTS


                                                                            Page


PART I   ...................................................................  1
         Item 1.  Business..................................................  1
         Item 2.  Properties................................................ 10
         Item 3.  Legal Proceedings......................................... 12
         Item 4.  Submission of Matters to a Vote of Security Holders....... 13

PART II  ................................................................... 14
         Item 5.  Market for Registrant's Common Stock and Related
                    Stockholder Matters..................................... 14
         Item 6.  Selected Financial Data................................... 14
         Item 7.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations..................... 17
         Item 8.  Financial Statements and Supplementary Data............... 28
         Item 9.  Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure................... 28

PART III .................................................................... 29
         Item 10.  Directors and Executive Officers of the Registrant........ 29
         Item 11.  Executive Compensation.................................... 33
         Item 12.  Security Ownership of Certain Beneficial Owners
                     and Management.......................................... 37
         Item 13.  Certain Relationships and Related Transactions............ 45

PART IV  .................................................................... 48
         Item 14.  Exhibits, Financial Statements, Schedules, and
                     Reports on Form 8-K..................................... 48



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