SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 FORM 10-K/A-2
                       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
           Class B                                                      1
           Class C                                                      0
                   Documents Incorporated by Reference: None


<PAGE>

The purpose of this  filing is to amend  certain  Items of the Annual  Report on
Form 10-K for the fiscal year ended  December 31, 1995 (as amended  prior to the
date hereof,  the "Report") of Silgan  Corporation (the "Company") in connection
with the  reclassification  of a  distribution  by the  Company in 1995 of $57.6
million to Silgan  Holdings  Inc.,  the parent  holding  company of the  Company
("Holdings" or "Parent"), originally characterized as an advance to Parent, to a
dividend  to Parent at December  31,  1995.  In that  regard,  the  Consolidated
Financial  Statements  and  Schedules of the Company  included in Item 14 of the
Report have been restated to reflect this reclassification, and the Notes to the
Consolidated  Financial  Statements  of the  Company  included in Item 14 of the
Report and the Financial Data Schedule included at Exhibit 27 to the Report have
been  revised  as  necessary  to  reflect  this  reclassification.  Furthermore,
references to the advance included in Item 1 - "Business",  Item 5 - "Market for
Registrant's  Common  Stock  and  Related  Stocholder  Matters"  and  Item  7  -
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operation"  have been amended to reflect this  reclassification,  and the "total
assets" and "common  stockholder's  equity" items included in Item 6 - "Selected
Financial Data" for the fiscal year ended December 31, 1995 have been amended to
reflect the reclassification. Other than the amendments described above, each of
the Items of the Report  included in this filing is identical in all respects to
such Item as included in the original Report.









                                      -2-

<PAGE>

                                     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


                                      -3-

<PAGE>



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.



                                      -4-

<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


                                      -5-

<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.



                                      -6-

<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.



                                      -7-

<PAGE>



        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.


                                      -8-

<PAGE>




        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.



                                      -9-

<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.


                                      -10-

<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.


                                      -11-

<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  distributed  borrowings under the
Credit  Agreement to Holdings to enable  Holdings to purchase $61.7 million face
amount of the Discount Debentures, which Discount Debentures have been canceled.





                                      -12-

<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,
dividends to fund Holdings' consolidated federal and state tax obligations,  and
dividends to Holdings to enable  Holdings to repurchase  and/or redeem  Discount
Debentures as permitted under the Credit Agreement. Under certain circumstances,
the Company may make  distributions  to Holdings as  permitted  under the Credit
Agreement  and the indenture  relating to the 11-3/4%  Notes.  During 1995,  the
Company dividended $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.



                                      -13-

<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...................................    888,723     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....................     12,860      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)


                                      -14-

<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>

                                      -15-

<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


                                      -16-

<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 or  dividend 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  dividended to Holdings to fund Holdings'
repurchase of its higher cost indebtedness.




                                      -17-

<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.



                                      -18-

<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 distribution  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.


                                      -19-

<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.



                                      -20-

<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


                                      -21-

<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 fund  distributions  to
Holdings of up to $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



                                      -22-

<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 and/or dividend 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 distributions made by Silgan.  During 1995, Silgan
dividended $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 distributions 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


                                      -23-

<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.



                                      -24-

<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


                                      -25-

<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


                                      -26-

<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.





                                      -27-

<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.


                                      -28-

<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).



                                      -29-

<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).



                                      -30-

<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).



                                      -31-

<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,


                                      -32-

<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).



                                      -33-

<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).



                                      -34-

<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).



                                      -35-

<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).



                                      -36-

<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).



                                      -37-

<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.


                                      -38-

<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 (incorporated by reference to
                    Exhibit 21 filed with the  Company's  Annual  Report on Form
                    10-K for the year ended December 31, 1995,  Commission  File
                    No. 1-11200).


*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.



                                      -39-

<PAGE>



                                   SIGNATURES


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


                                          SILGAN CORPORATION




Date:  November 21, 1996                  By /s/ Harley Rankin, Jr.
                                             --------------------
                                             Harley Rankin, Jr.
                                             Executive Vice President,
                                             Chief Financial Officer
                                             and Treasurer
                                             





                                      -40-


<PAGE>



REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Silgan Corporation



    We have audited the accompanying consolidated balance sheets of  Silgan
Corporation as of December 31, 1995 and 1994, and the related  consolidated
statements of operations,  common stockholder's equity  and cash flows  for
each of the three years in the period ended December 31, 1995.  Our  audits
also included the financial statement schedules listed in the index at Item
14(a).  These financial statements and schedules are the responsibility  of
the Company's management.  Our responsibility  is to express an opinion  on
these financial statements and schedules based on our audits.

    We conducted our audits in accordance with generally accepted  auditing
standards.  Those standards require that  we plan and perform the audit  to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.   An audit includes examining,  on a test  basis,
evidence  supporting  the   amounts  and  disclosures   in  the   financial
statements.  An  audit also  includes assessing  the accounting  principles
used and significant estimates  made by management,  as well as  evaluating
the overall financial statement presentation.   We believe that our  audits
provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly,  in  all  material  respects,  the  consolidated  financial
position of  Silgan Corporation  at December  31, 1995  and 1994,  and  the
consolidated results of its operations and  its cash flows for each of  the
three years  in the  period ended  December 31, 1995,  in conformity  with
generally accepted  accounting  principles.   Also,  in  our  opinion,  the
related financial statement schedules, when  considered in relation to  the
basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.


     As discussed in Note 1, the consolidated  financial statements for the
year ended  December  31,  1995 and the  schedule  of  condensed  financial
information  of Silgan  Corporation  listed in the index at Item 14(a) have
been restated to reclassify advances to Silgan Corporation's parent company
to a dividend.  Also,  as discussed  in Notes 2 and 13 to the  consolidated
financial statements,  in 1993 the Company changed its method of accounting
for income taxes, postemployment benefits and postretirement benefits other
than pensions.




                                    Ernst & Young LLP

Stamford, Connecticut
March 8, 1996



                                     F-1
<PAGE>



                            SILGAN CORPORATION
                       CONSOLIDATED BALANCE SHEETS
                        December 31, 1995 and 1994
                          (Dollars in thousands)



                                                       1995      1994
                                                    (Restated)
Assets                                                  
Current assets:
  Cash and cash equivalents                          $  2,092  $  2,665
  Accounts receivable, less allowances for
    doubtful accounts of $4,843 and $1,557 for
    1995 and 1994, respectively                       109,929    64,700
  Inventories                                         210,471   122,429
  Prepaid expenses and other current assets             5,731     8,044

     Total current assets                             328,223   197,838

Property, plant and equipment, net                    487,301   251,810
Goodwill, net                                          43,562    30,009
Other assets                                           29,637    20,491

     Total assets                                    $888,723  $500,148

Liabilities and Stockholder's Equity
Current liabilities:
  Trade accounts payable                             $138,195  $ 36,845
  Accrued payroll and related costs                    32,805    26,019
  Accrued interest payable                              4,358     1,713
  Other accrued expenses                               43,062    17,013
  Bank working capital loans                            7,100    12,600
  Current portion of long-term debt                    28,140    21,968

     Total current liabilities                        253,660   116,158

Long-term debt                                        549,610   282,568
Deferred income taxes                                   3,017    13,017
Other long-term liabilities                            69,576    25,060

Stockholder's equity:
  Common stock ($0.01 par value per share;
     3,000 shares authorized, 2 shares issued)            -         -
  Additional paid-in capital                           73,635    69,535
  Accumulated deficit                                 (60,775)   (6,190)

     Total stockholder's equity                        12,860    63,345


     Total liabilities and stockholder's equity      $888,723  $500,148


                         See accompanying notes.









                                     F-2
<PAGE>



                            SILGAN CORPORATION
                  CONSOLIDATED STATEMENTS OF OPERATIONS
           For the years ended December 31, 1995, 1994 and 1993
                          (Dollars in thousands)


                                             1995      1994       1993

Net sales                                $1,101,905  $861,374  $645,468

Cost of goods sold                          970,491   748,290   571,174

  Gross profit                              131,414   113,084    74,294

Selling, general and
  administrative expenses                    45,734    37,160    31,821

Reduction in carrying value of assets        14,745    16,729       -  

  Income from operations                     70,935    59,195    42,473

Interest expense and other
  related financing costs                    52,462    36,142    27,928

  Income before income taxes                 18,473    23,053    14,545

Income tax provision                          8,700    11,000     6,300

  Income before extraordinary
    charges and cumulative effect of
    changes in accounting principles          9,773    12,053     8,245

Extraordinary charges relating to early
  extinguishment of debt, net of taxes       (2,967)      -        (841)

Cumulative effect of changes in accounting
  principles, net of taxes                      -         -      (9,951)

  Net income (loss)                        $  6,806   $12,053   $(2,547)


                         See accompanying notes.

















                                     F-3
<PAGE>



                            SILGAN CORPORATION
          CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY
           For the years ended December 31, 1995, 1994 and 1993
                          (Dollars in thousands)



                                                                   Total
                                                                   common
                                         Additional  Accumulated  stockholder's
                                 Common   paid-in      deficit     equity    
                                 stock    capital    (Restated)   (Restated)


Balance at December 31, 1992  $    -       $41,560    $(8,785)     $32,775

Capital contribution
  by Parent                        -        15,000        -         15,000

Tax benefit realized from Parent   -         7,575        -          7,575

Net loss                           -           -       (2,547)      (2,547)

Balance at December 31, 1993       -        64,135    (11,332)      52,803

Tax benefit realized from Parent   -         5,400        -          5,400

Net income                         -           -       12,053       12,053

Payments to former
  shareholders                     -           -       (6,911)      (6,911)

Balance at December 31, 1994       -        69,535     (6,190)      63,345

Tax benefit realized from Parent   -         4,100        -          4,100

Net income                         -           -        6,806        6,806

Dividend to Parent                 -           -      (57,596)     (57,596)

Payments to former
  shareholders                     -           -       (3,795)      (3,795)

Balance at December 31, 1995   $   -       $73,635  $ (60,775)      $12,860


                         See accompanying notes.



                                     F-4
<PAGE>



                            SILGAN CORPORATION
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the years ended December 31, 1995, 1994 and 1993
                          (Dollars in thousands)



                                                 1995      1994      1993
                                               (Restated)


Cash flows from operating activities:
  Net income (loss)                          $  6,806  $ 12,053   $(2,547)
  Adjustments to reconcile net
    income (loss) to net cash provided
    by operating activities:
     Depreciation                              42,217    35,392    31,607
     Amortization                               7,488     6,404     4,817
     Reduction in carrying value of assets     14,745    16,729       -
     Contribution by Parent for federal
       income tax provision                     4,100     5,400     7,575
     Extraordinary charges relating
       to early extinguishment of debt          4,943       -       1,341
     Cumulative effect of changes in
       accounting principles                      -         -       6,276
     Changes in assets and liabilities,
       net of effect of acquisitions:
       (Increase) decrease in accounts
          receivable                           (1,011)  (21,267)      707
       (Increase) decrease in inventories      10,852   (16,741)   (4,316)
       Increase in trade accounts payable      43,108     4,478     3,757
       Working capital provided by AN Can
          since acquisition date               85,213       -         -
       Other, net increase (decrease)          (8,825)    4,887      (886)
          Total adjustments                   202,830    35,282    50,878
     Net cash provided by operating            
          activities                          209,636    47,335    48,331  

Cash flows from investing activities:
  Acquisition of ANC's Food Metal &
     Specialty business                      (348,762)      -         -
  Acquisition of Del Monte Can
     manufacturing assets                         -         519   (73,865)
  Capital expenditures                        (51,897)  (29,184)  (42,480)
  Proceeds from sale of assets                  3,541       765       262
     Net cash used in investing activities  $(397,118) $(27,900)$(116,083)


                       Continued on following page.



                                     F-5
<PAGE>



                            SILGAN CORPORATION
            CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
           For the years ended December 31, 1995, 1994 and 1993
                          (Dollars in thousands)



                                              1995        1994       1993
                                            (Restated)

Cash flows from financing activities:
  Borrowings under working capital loans     $669,260  $393,250  $328,050
  Repayments under working capital loans     (674,760) (382,850) (366,250)
  Proceeds from issuance of long-term debt    450,000       -     140,000
  Repayments of long-term debt               (176,910)  (20,464)  (42,580)
  Capital contribution by Parent                  -         -      15,000
  Payments to former shareholders              (3,795)   (6,911)      -
  Dividend to Parent                          (57,596)      -         -
  Debt financing costs                        (19,290)      -      (8,935)
     Net cash provided (used) by financing
       activities                             186,909   (16,975)   65,285

Net increase (decrease) in cash and
  cash equivalents                               (573)    2,460    (2,467)

Cash and cash equivalents at
  beginning of year                             2,665       205     2,672

Cash and cash equivalents at
  end of year                                $  2,092  $  2,665   $   205


Supplementary data:
  Interest paid                              $ 45,293  $ 30,718   $25,733
  Income taxes paid, net of refunds             8,967     2,588       722


                         See accompanying notes.



                                    F-6
<PAGE>



                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


1.     Basis of Presentation

Silgan Corporation ("Silgan",  or the "Company"),  a corporation which  was
formed in 1987 to acquire interests in various packaging manufacturers,  is
a wholly-owned  subsidiary  of Silgan  Holdings  Inc. ("Holdings",  or  the
"Parent").  The Parent  is controlled by Silgan  management and The  Morgan
Stanley Leveraged  Equity Fund  II, L.  P. ("MSLEF  II"), an  affiliate  of
Morgan Stanley &  Co., Incorporated ("MS  & Co").   Since 1993, Silgan  has
made two  significant acquisitions.    Silgan   acquired  the U.  S.  metal
container manufacturing business of Del Monte Corporation ("Del Monte")  in
1993 and it acquired  the Food Metal and  Specialty business from  American
National Can Company ("ANC") in 1995.  Both acquisitions were accounted for
using the purchase method of accounting (see Note 3 - Acquisitions).

The Company, together with its wholly-owned subsidiaries Silgan  Containers
Corporation ("Containers") and Silgan Plastics Corporation ("Plastics"), is
predominantly engaged in  the manufacture and  sale of  steel and  aluminum
containers for human  and pet food  products and  also manufactures  custom
designed plastic containers  used for  health and  personal care  products.
Principally, all  of  the Company's  businesses  are based  in  the  United
States.   Foreign  subsidiaries are  not  significant to  the  consolidated
results of operations or financial position of the Company.


The  consolidated  financial  statements  at  December  31,  1995 have been
restated to record a  distribution  of $57.6 million made by the Company to
Holdings as a dividend.  The  distribution  was  originally  recorded as an
advance to Parent.  Accordingly,  the advance to Parent has been eliminated
and the  accumulated  deficit  has  been  increased  by the  amount  of the
distribution.


2.     Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include  the accounts of the  Company
and its  subsidiaries, all  of which  are  wholly-owned.   All  significant
intercompany transactions have been eliminated.  Assets and liabilities  of
the Company's foreign  subsidiary are translated  at rates  of exchange  in
effect at the balance sheet date.  Income statement amounts are  translated
at the average of monthly exchange rates.

Certain  reclassifications  have  been  made  to  prior  year's   financial
statements to conform with current year presentation.



                                     F-7
<PAGE>



                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


2.     Summary of Significant Accounting Policies  (continued)

Cash and cash equivalents

Cash equivalents  represent short-term,  highly liquid  investments  having
original maturities of three months or less from the time of purchase.  The
carrying values of these assets approximate their fair values.  As a result
of the Company's cash management system, checks issued and presented to the
banks for payment may create negative cash balances.  Checks outstanding in
excess of related  cash balances  totaling approximately  $30.0 million  at
December 31, 1995  and $5.4 million  at December 31,  1994 are included  in
trade accounts payable.

Inventories

Inventories are  stated at  the lower  of cost  or market  (net  realizable
value) and are principally accounted for  by the last-in, first-out  method
(LIFO).

Property, Plant, and Equipment

Property,  plant  and  equipment  are   stated  at  historical  cost   less
accumulated depreciation. Major  renewals and betterments  that extend  the
life of an asset are capitalized  and repairs and maintenance  expenditures
are charged to  expense as incurred.   Depreciation is  computed using  the
straight-line method  over their  estimated useful  lives.   The  principal
estimated useful lives are 35 years for buildings and range between 3 to 18
years for machinery  and equipment.   Leasehold improvements are  amortized
over the shorter of the life of the related asset or the life of the lease.

Goodwill

The Company has classified as goodwill the cost in excess of fair value  of
net assets acquired in purchase transactions.   Goodwill is stated at  cost
less accumulated amortization.  Amortization is computed on a straight-line
basis over periods ranging from 20  to 40 years.  The Company  periodically
evaluates the existence of goodwill  impairment to access whether  goodwill
is fully recoverable  from projected, undiscounted  net cash  flows of  the
related business  unit.    Impairments would  be  recognized  in  operating
results if a permanent reduction in values were to occur.



                                     F-8
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


2.     Summary of Significant Accounting Policies  (continued)

Other Assets

Other assets consist  principally of debt  issuance costs  which are  being
amortized on  a straight-line  basis over  the terms  of the  related  debt
agreements (5 to  10 years).   Other intangible assets  are amortized  over
their expected useful lives using the straight-line method.

Income Taxes

Effective January  1,  1993, the  Company  adopted Statement  of  Financial
Accounting Standard ("SFAS") No. 109, "Accounting for Income Taxes".  Under
SFAS No. 109,  the liability method  is used to  calculate deferred  income
taxes.  The provision for income taxes includes federal, state and  foreign
income taxes  currently payable  and those  deferred because  of  temporary
differences between the  financial statement and  tax bases  of assets  and
liabilities.  Under  SFAS No.  109, the  Company recognizes  a federal  tax
benefit from the losses of Holdings which is reflected as a contribution to
additional paid-in capital.  Due to the  adoption of SFAS No. 109 in  1993,
the Company recorded a cumulative charge to earnings and a credit to  paid-
in-capital of $6.0 million for the difference in methods up to the date  of
adoption.

Postemployment Benefits

During 1993, the Company adopted SFAS  No. 112, "Employers' Accounting  for
Postemployment Benefits".   SFAS No.  112 requires  accrual accounting  for
employee  benefits  that  are  paid  between  the  termination  of   active
employment  but  prior  to  retirement.    Such  benefits  include   salary
continuation, disability,  severance,  and  health care.    The  cumulative
effect as of January 1, 1993 of this accounting change was to decrease  net
income by $0.8 million (after related income taxes of $0.5 million).

Fair Values of Financial Instruments

The carrying amounts for cash,  accounts receivable, accounts payable,  and
other accrued liabilities  are reflected  in the  financial statements  and
reasonably approximate fair value due to the short maturity of these items.
The carrying  value for  short and  long-term debt  also approximates  fair
value but  may  vary  due  to changing  market  conditions.    Methods  and
assumptions used to estimate fair value and the fair value of the Company's
debt instruments are disclosed in Note 10.



                                     F-9
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


2.     Summary of Significant Accounting Policies  (continued)

Use of Estimates

The preparation  of  financial  statements  in  conformity  with  generally
accepted accounting principles  requires management to  make estimates  and
assumptions that effect  the reported  amounts of  assets and  liabilities,
revenues and expenses,  as well as  footnote disclosures  in the  financial
statements.  Actual results may differ from those estimates.


3.     Acquisitions

During the  three years  ended  December 31,  1995,  the Company  made  two
acquisitions, as  discussed  below.   Both  were accounted  for  using  the
purchase method  of accounting  and the  results  of operations  have  been
included with the Company's results from the respective acquisition  dates.
The excess of the purchase price over the fair value of net assets acquired
was allocated to goodwill.

Fiscal year 1995 acquisition

On August 1, 1995,  Containers acquired from ANC  substantially all of  the
fixed assets and  working capital,  and assumed  certain specified  limited
liabilities, of ANC's  Food Metal &  Specialty business  ("AN Can"),  which
manufactures, markets 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 purchase price for the assets acquired and
the  assumption  of  certain   specified  liabilities,  including   related
transaction costs,  was $364.0  million (including  $15.2 million  for  the
operations of ANC's  St. Louis, MO  facility which the  Company intends  to
purchase  by  mid-1996  upon   completion  of  a  rationalization   project
undertaken at that location).



                                     F-10
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


3.     Acquisitions  (continued)

Fiscal year 1995 acquisition  (continued)

The purchase price was  allocated to the  tangible and identifiable  assets
acquired and liabilities assumed based upon their estimated fair values  as
determined from  preliminary  appraisals and  valuations  which  management
believes are reasonable.  The purchase  price allocation will be  finalized
within one year of  the acquisition date.   Differences between actual  and
preliminary valuations will cause adjustments to the AN Can purchase  price
allocation as  shown below.   Estimated  items  subject to  change  include
employee  benefit  costs  and  termination  costs  associated  with   plant
rationalization and  administrative workforce  reductions and  other  plant
exit costs.  The aggregate purchase price and its preliminary allocation to
the assets and liabilities is as follows for AN Can (dollars in thousands):

  Net working capital acquired                  $155,967
  Property, plant and equipment                  240,079
  Goodwill                                        14,832
  Deferred tax asset                              10,000
  Other liabilities assumed                      (56,916)
                                                $363,962

Set forth below are  the Company's summary unaudited  pro forma results  of
operations for the years ended December 31,  1995 and 1994.  The pro  forma
results include  the historical  results  of the  Company  and AN  Can  and
reflect the effect of purchase accounting adjustments based on  preliminary
appraisals  and  valuations,   the  financing  of   the  acquisition,   the
refinancing  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 data  does not  purport to  represent what  the
Company's results of operations actually would have been if the  operations
were combined as of January  1, 1995 or 1994,  or to project the  Company's
results of operations for any future period.

                                                    1995       1994
                                                (Dollars in thousands)

  Net sales                                   $1,404,382    $1,457,968
  Income from operations                          98,674 (1)    63,980 (2)
  Income (loss) before income taxes               32,333        (3,572)
  Net income (loss)                               18,033        (2,107)



                                     F-11
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


3.     Acquisitions  (continued)

Fiscal year 1995 acquisition  (continued)

(1) 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  machinery and
    equipment  at  Silgan  facilities  (existing  prior   to  the  AN  Can
    acquisition) to net realizable value.

(2) 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,  $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 $26.7 million for the  write-down of goodwill by
    AN Can.

Fiscal year 1993 acquisition

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  ("DM  Can").     The  final
purchase price  for  the assets  acquired  and the  assumption  of  certain
specified liabilities,  including  related  transaction  costs,  was  $73.3
million. The  detail of  the  assets acquired  is  as follows  (dollars  in
thousands):

   Net working capital                          $ 21,944
   Property, plant and equipment                  47,167
   Goodwill                                       13,729
   Other liabilities assumed                      (9,494)
                                                $ 73,346



                                     F-12
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


4.     Inventories

The components of inventories at December 31, 1995 and 1994 consist of  the
following:

                                                   1995        1994
                                                (Dollars in thousands)

     Raw materials                             $ 46,027    $ 38,575
     Work-in-process                             24,869      19,045
     Finished goods                             135,590      63,409
     Spare parts and other                        6,344       1,621
                                                212,830     122,650
     Adjustment to value inventory
        at cost on the LIFO method               (2,359)       (221)
                                               $210,471    $122,429

The amount  of  inventory recorded  on  the first-in  first-out  method  at
December  31,  1995  and   1994  was  $14.9   million  and  $6.5   million,
respectively.

5.     Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

                                                   1995        1994
                                               (Dollars in thousands)

     Land                                      $  6,355    $  3,707
     Buildings and improvements                  68,860      51,665
     Machinery and equipment                    584,526     346,061
     Construction in progress                    33,764      18,124
                                                693,505     419,557
     Accumulated depreciation and amortization (206,204)   (167,747)
           Property, plant and equipment, net  $487,301    $251,810

For the years ended December 31, 1995, 1994, and 1993, depreciation expense
was $42.2  million, $35.4  million, and  $31.6 million  respectively.   The
total amount of repairs and maintenance expense was $26.9 million in  1995,
$19.9 million in 1994, and $17.1 million in 1993.



                                     F-13
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


5.     Property, Plant, and Equipment  (continued)

Effective October 1, 1994, the Company extended the estimated useful  lives
of certain fixed assets to more properly reflect the true economic lives of
the assets and  to better align  the Company's depreciable  lives with  the
predominate practice  in  the industry.    The  change had  the  effect  of
decreasing depreciation expense in 1994  by approximately $1.3 million  and
increasing net income by $0.8 million.

Based upon a review of its depreciable assets, the Company determined  that
certain adjustments  were  necessary  to properly  reflect  net  realizable
values.  In 1995,  the Company recorded a  write-down of $14.7 million  for
the excess of carrying value over  estimated realizable value of  machinery
and equipment at existing facilities which have become underutilized due to
excess capacity.   In 1994, charges  of $16.7 million  were recorded  which
included  $2.6  million  to  write-down  the  excess  carrying  value  over
estimated realizable value of  various plant facilities  held for sale  and
$14.1 million  for technologically  obsolete and  inoperable machinery  and
equipment.

In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" which  is
effective for  the  1996  fiscal  year.   As  required  by  this  standard,
impairment  losses  will   be  recognized   when  events   or  changes   in
circumstances indicate that  the fair value  of identified  assets is  less
than the carrying amount.  In making such a determination, the Company will
compare the undiscounted cash  flows generated by  specified assets to  the
carrying value of such assets.  The Company will adopt SFAS No. 121 in 1996
and believes the effect of adoption will not be material.


6.     Goodwill

Goodwill amortization charged to operations was $1.3 million in 1995; $1.2
million in 1994;  and $0.5 million  in 1993.   Accumulated amortization  of
goodwill at  December 31,  1995,  1994, and  1993  was $5.0  million;  $3.7
million; and $2.5 million, respectively.



                                     F-14
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993



7.     Dividend to Parent

During the year ended December 31, 1995, the Company dividended to Holdings
$57.6 million.  Holdings used this  distribution  to purchase $61.7 million
face amount of  Holdings'  13 1/4% Senior  Discount  Debentures  ("Discount
Debentures").  The Company is currently permitted under its debt facilities
to provide up to $17.4 million to fund  additional  repurchases by Holdings
of its Discount Debentures prior to June 30, 1996.



8.     Other Assets

Other assets at December 31, 1995 and 1994 consist of the following:

                                                   1995       1994
                                              (Dollars in thousands)

     Debt issuance costs                        $25,021    $18,092
     Other                                       10,202      9,519
                                                 35,223     27,611
     Less:  accumulated amortization             (5,586)    (7,120)
                                                $29,637    $20,491

During 1995,  as  part  of  the  acquisition of  AN  Can  and  the  related
refinancing of  its secured  debt facilities,  the Company  wrote off  $4.9
million of unamortized debt issuance costs and capitalized $19.3 million in
new debt issuance costs.   Amortization expense  relating to debt  issuance
for  the  years  ended  December  31,   1995,  1994,  and  1993  was   $4.3
million, $4.6 million, and $2.6 million, respectively.


9.     Short-Term Borrowings and Long-Term Debt

The Company has a working capital  revolving credit facility which it  uses
to finance its seasonal liquidity needs.  As of December 31, 1995 and 1994,
the Company had  $7.1 million and  $12.6 million of  working capital  loans
outstanding, respectively.



                                     F-15
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


9.     Short-Term Borrowings and Long-Term Debt  (continued)

Long-term debt consists of the following:
                                                  1995        1994
                                               (Dollars in thousands)

  Bank A Term Loans                             $220,000   $ 39,845
  Bank B Term Loans                              222,750     79,691
  Senior Secured Floating Rate Notes due
     June 30, 1997                                   -       50,000
  11 3/4% Senior Subordinated Notes due
     June 15, 2002                               135,000    135,000
                                                 577,750    304,536
  Less: Amounts due within one year               28,140     21,968
                                                $549,610   $282,568

The aggregate annual maturities of long-term debt at December 31, 1995  are
as follows (dollars in thousands):

                    1996                       $  28,140
                    1997                          37,170
                    1998                          52,138
                    1999                          52,138
                    2000                         102,281
                    2001 and thereafter          305,883
                                               $ 577,750

1995 Bank Credit Agreement


Effective  August 1, 1995, the Company,  Containers,  and Plastics  entered
into a $675.0  million  credit  agreement  (the  "Credit  Agreement")  with
various  banks to finance  the  acquisition  by  Containers  of AN Can,  to
refinance  and repay in full all  amounts  owing  under the  previous  bank
credit  agreement  and  the  Company's  Senior  Secured  Notes  and to fund
distributions  to Holdings of up to $75.0  million for the  repurchase of a
portion  of  Holding's   Discount   Debentures.   In  connection  with  the
refinancing of the credit agreement,  the Company incurred a charge of $3.0
million (net of taxes of $2.1 million) in 1995 for the early extinguishment
of amounts owed under existing secured debt facilities.




                                     F-16
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


9.     Short-Term Borrowings and Long-Term Debt  (continued)

1995 Bank Credit Agreement  (continued)


The Credit Agreement provided the Company with (i) $225.0 million of A Term
Loans,  (ii) $225.0  million of B Term Loans,  and (iii) a working  capital
revolving  credit  facility  of  up to  $225.0  million  ("Working  Capital
Loans").  The Company  used  proceeds  from the Credit  Agreement  to repay
$117.1  million of term loans under the  previous  bank  credit  agreement,
repay in full $50.0 million of its Senior  Secured Notes due 1997,  acquire
AN Can for  $348.8  million  (excluding  $15.2  million  for the St.  Louis
operations  which the Company expects to purchase by mid-1996),  distribute
$57.6 million to Holdings, and incur debt issuance costs of $19.3 million.


The A Term Loans mature on December 31,  2000, and the B Term Loans  mature
on March 15, 2002.  During 1995, principal repayments  of $5.0 million were 
made on the A Term Loans and $2.3 million on the B Term Loans. Principal is 
to be repaid on each  term loan  in  installments  in accordance  with  the 
Credit Agreement until maturity.

As defined in the  Credit Agreement, the Company  is required to repay  the
term loans  (ratably allocated  between the  A Term  Loans and  the B  Term
Loans) in an  amount equal to  80% of the  net sale  proceeds from  certain
asset sales and up to 100% of the net equity proceeds from certain sales of
equity.  In addition,  effective for the year  ended December 31, 1996  and
each year thereafter during the term  of the Credit Agreement, the  Company
is required to pre-pay the term loans (ratably allocated between the A Term
Loans and the  B Term Loans)  in an amount  equal to 50%  of the  Company's
excess cash  flow.      Amounts  repaid under  the  term  loans  cannot  be
reborrowed.



                                     F-17
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


9.     Short-Term Borrowings and Long-Term Debt  (continued)

1995 Bank Credit Agreement  (continued)


The  Credit  Agreement  provides  Containers  and  Plastics,   together,  a
revolving  credit facility of $225.0 million for working capital needs. The
commitment  under  the  Credit  Agreement  for  Working  Capital  Loans was
initially $150.0 million. This initial commitment will increase at the time
and by the amount of any distributions  made by the Company to Holdings for
the repurchase of its Discount  Debentures  (up to a maximum  commitment of
$225.0 million).  As of December 31, 1995, the Company had dividended $57.6
million to Holdings,  thereby increasing the commitment under the revolving
credit  facility to $207.6 million.  After taking into account  outstanding
letters  of  credit  of $6.6  million  and  Working  Capital  Loans of $7.1
million,  the borrowings available under the revolving credit facility were
$193.9  million at December 31, 1995.  In addition to borrowings of Working
Capital Loans,  the Company may utilize up to a maximum of $20.0 million in
letters of credit as long as the aggregate amount of borrowings and letters
of credit  outstanding  does not exceed the amount of the  commitment.  The
aggregate  amount of Working  Capital Loans and letters of credit which may
be  outstanding  at any time is also  limited  to the  aggregate  of 85% of
eligible accounts receivable and 50% of eligible inventory. Working Capital
Loans may be borrowed,  repaid,  and reborrowed over the life of the Credit
Agreement until final maturity on December 31, 2000.


The borrowings  under  the  Credit  Agreement  may  be  designated  by  the
respective Borrowers as Base Rate or Eurodollar Rate borrowings.  The  Base
Rate is the higher of (i)  1/2 of 1% in  excess of Adjusted Certificate  of
Deposit Rate, or  (ii) Bankers Trust  Company's prime lending  rate.   Base
Rate borrowings bear interest at the Base Rate plus 1.50%, in the case of A
Term Loans and  Working Capital  Loans; and  2.0%, in  the case  of B  Term
Loans.  Eurodollar  Rate borrowings bear  interest at  the Eurodollar  Rate
plus 2.50% in the case of A Term Loans and Working Capital Loans; and 3.0%,
in the case of B Term Loans.  At  December 31, 1995, the interest rate  for
Base Rate borrowings was 10.0 %  and the interest rate for Eurodollar  Rate
borrowings ranged between 8.1875% and 8.9375%.

For 1995, 1994 and 1993, respectively, the average amount of borrowings  of
Working Capital Loans was $67.6 million,  $14.4 million and $51.9  million;
the average annual interest  rate paid on such  borrowings was 8.9%,  8.4%,
and 6.0%; and the  highest amount of such  borrowings at any month-end  was
$184.0 million, $43.9 million, and $80.3 million.



                                     F-18
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


9.     Short-Term Borrowings and Long-Term Debt  (continued)

1995 Bank Credit Agreement  (continued)

The Credit Agreement provides for the  payment of a commitment fee of  0.5%
per annum  on the  daily average  unused portion  of commitments  available
under the working capital revolving credit facility as well as a 2.75%  per
annum fee on outstanding letters of credit.

The indebtedness under the Credit Agreement  is guaranteed by Holdings  and
each of the Borrowers and secured  by a security interest in  substantially
all of the  real and  personal property  of the  Borrowers.   The stock  of
Silgan and  the stock  of principally  all of  its subsidiaries  have  been
pledged to the lenders under the Credit Agreement.

The Credit Agreement  contains various covenants  which limit or  restrict,
among other things,  investments, indebtedness,  liens, dividends,  leases,
capital expenditures, and the use of proceeds from asset sales, as well  as
requiring the Company to meet certain  specified financial covenants.   The
Company is  currently in  compliance with  all covenants  under the  Credit
Agreement.

1993 Bank Credit Agreement

Effective December 21, 1993, the Company, Containers, and Plastics  entered
into a credit agreement with  a group of banks  for $140.0 million in  term
loans and $70.0  million in working  capital loans to  finance in part  the
acquisition of DM Can and  repay $41.6 million of  term loans owed under  a
previous bank  credit agreement.   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  the  Company.   As  a  result  of  the  early
extinguishment of debt, the Company incurred a charge of $0.8 million  (net
of taxes of $0.5 million).

According to  the terms  of  this bank  credit  agreement, 80%  of  amounts
received from the sale or disposal of assets  was to be used to repay  term
loans.  Prior to  the refinancing and repayment  of this bank facility,  an
additional principal payment of  $2.5 million was made  early in 1995  from
net proceeds received from asset sales.



                                     F-19
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


9.     Short-Term Borrowings and Long-Term Debt  (continued)

Senior Secured Floating Rate Notes

The Company redeemed  its Senior  Secured Notes on  August 30,  1995 for  a
premium of $0.1 million.

11 3/4% Senior Subordinated Notes

The Company's 11 3/4% Senior Subordinated Notes (the "11 3/4% Notes") which
mature  on  June  15,   2002,  represent  unsecured  general   obligations,
subordinate in right  of payment to  obligations of the  Company under  the
Credit Agreement and effectively subordinate to  all of the obligations  of
the subsidiaries of the Company.  Interest is payable semi-annually on June
15 and December 15.

The 11 3/4% Notes are redeemable at the option of the Company, in whole  or
in part, at any  time during the  twelve months commencing  June 15 of  the
following years at  the indicated  percentages of  their principal  amount,
plus accrued interest:

                                    Redemption
          Year                      Percentage
          1997                       105.8750%
          1998                       102.9375%
          1999 and thereafter        100.0000%

The 11 3/4% Notes Indenture contains  covenants which are comparable to  or
less restrictive  than  those  under  the  terms  of  the  existing  Credit
Agreement.


10.     Fair Value of Financial Instruments

The  following  methods  and  assumptions  were  used  by  the  Company  in
estimating its fair value disclosures for financial instruments:

Cash and cash  equivalents:  The  carrying amount reported  in the  balance
sheet for cash  and cash  equivalents approximates  fair value  due to  the
short duration of those investments.

Short and long-term debt:  The carrying amounts of the Company's borrowings
under its working  capital loans and  variable-rate borrowings  approximate
their fair value.   The fair values of  fixed-rate borrowings are based  on
quoted market prices.



                                     F-20
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


10.     Fair Value of Financial Instruments  (continued)

Letters of Credit:   Fair values  of the Company's  outstanding letters  of
credit are based on current contractual amounts outstanding.

The following table presents  the carrying amounts and  fair values of  the
Company's financial instruments  recorded at  December 31,  1995 and  1994,
respectively (dollars in thousands):

                                           1995              1994
                                   Carrying   Fair      Carrying  Fair
                                    Amount    Value      Amount   Value

   Working Capital Facility        $  7,100 $  7,100   $ 12,600 $ 12,600
   Current Portion of long-term
      debt                           28,140   28,140     21,968   21,968
   Bank A Term Loans                220,000  220,000     39,845   39,845
   Bank B Term Loans                222,750  222,750     79,691   79,691
   Senior Secured Floating Rate
      Notes due June 30, 1997           -       -        50,000   50,000
   11 3/4% Senior Subordinated
      Notes due June 15, 2002       135,000  144,500    135,000  140,400

The  Company  has  had   limited  involvement  with  derivative   financial
instruments and does not  use them for trading  purposes.  During 1995  and
1994, the Company was not party to any interest rate hedge agreements,  nor
did it use derivative instruments to  hedge commodity and foreign  exchange
risks.

Subsequent to December  31, 1995, the  Company entered  into interest  rate
swap  agreements  in  order  to  manage  its  exposure  to  interest   rate
fluctuations.  These agreements effectively convert  interest rate exposure
from variable rate to a fixed  rate without the exchange of the  underlying
principal amounts.  The Company has  agreed to pay fixed rates of  interest
ranging from 8.1%  to 8.6% on  notional principal  amounts totaling  $100.0
million and which mature in the year 1999.  Net payments or receipts  under
these agreements will be recorded as adjustments to interest expense.



                                     F-21
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


10.     Fair Value of Financial Instruments  (continued)

Concentration of Credit Risk

The Company derives a  significant portion of  its revenue from  multi-year
supply agreements  with many  of  its customers.    Revenues from  its  two
largest customers accounted for  approximately 36.0% of  sales in 1995  and
47.3% in 1994.  The receivable  balances from these customers  collectively
represented 28.2% and  34.4% of  accounts receivable  before allowances  at
December 31, 1995 and  1994, respectively.  As  is common in the  packaging
industry, the  Company provides  extended payment  terms  for some  of  its
customers due to the seasonality of the vegetable and fruit pack  business.
Exposure to losses is dependent on each customer's financial position.  The
Company performs  ongoing credit  evaluations of  its customer's  financial
condition  and  its  receivables  are  not  collateralized.    The  Company
maintains an allowance for doubtful  accounts which management believes  is
adequate  to  cover  potential  credit  losses  based  on  customer  credit
evaluations, collection history, and other information.


11.     Commitments

The Company has a number of  noncancelable operating leases for office  and
plant facilities, equipment  and automobiles that  expire at various  dates
through 2020.   Certain  operating leases  have renewal  options.   Minimum
future rental payments under these leases are (dollars in thousands):

                    1996                        $13,442
                    1997                         10,768
                    1998                          7,973
                    1999                          5,778
                    2000                          4,928
                    2001 and thereafter           7,159
                                                $50,048

Rent expense was approximately $10.8 million in 1995; $9.1 million in 1994;
and $8.0 million in 1993.



                                     F-22
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


12.     Retirement Plans

The Company sponsors  pension and  defined contribution  plans which  cover
substantially all employees, other than  union employees covered by  multi-
employer  defined  benefit  pension   plans  under  collective   bargaining
agreements. Pension benefits are provided based on either a career average,
final pay or  years of  service formula.   With respect  to certain  hourly
employees, pension benefits are  provided for based  on stated amounts  for
each year of service.  It is  the Company's policy to fund accrued  pension
and defined  contribution  costs  in compliance  with  ERISA  requirements.
Assets of the plans consist primarily of equity and bond funds.

The  following  table  sets  forth  the  funded  status  of  the  Company's
retirement plans as of December 31:

                                        Plans in which    Plans in which
                                         Assets Exceed      Accumulated
                                          Accumulated         Benefits
                                           Benefits        Exceed Assets

                                        1995      1994      1995     1994
                                             (Dollars in thousands)
  Actuarial present value of
   benefit obligations:
     Vested benefit obligations       $12,135   $ 9,182   $31,465 $19,876
     Non-vested benefit obligations       547       871     3,158   1,889
  Accumulated benefit obligations      12,682    10,053    34,623  21,765
  Additional benefits due to
     future salary levels               5,667     5,358     7,132   3,557
  Projected benefit obligations        18,349    15,411    41,755  25,322
  Plan assets at fair value            12,988    11,612    23,535  17,249
  Projected benefit obligation
     in excess of plan assets           5,361     3,799    18,220   8,073
  Unrecognized actuarial gain (loss)     (165)      504     1,237   3,916
  Unrecognized prior service costs       (615)     (665)   (2,128) (2,461)
  Additional minimum liability           -         -        1,990   1,677
  Accrued pension liability
     recognized in the balance sheet  $ 4,581   $ 3,638   $19,319 $11,205



                                     F-23
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


12.     Retirement Plans  (continued)

As of the AN Can acquisition  date, the Company assumed an accrued  pension
liability of  $6.8  million  related  to  the  active  employee  population
transferred  to  the  Company  from  AN  Can.    Under  the  terms  of  the
acquisition, ANC retained the  liability for the  retired population as  of
August 1, 1995.

For certain  pension plans  with accumulated  benefits  in excess  of  plan
assets at  December 31,  1995  and December  31,  1994, the  balance  sheet
reflects an  additional minimum  pension liability  and related  intangible
asset of $2.0 million and $1.7 million, respectively,

The components of net periodic pension costs for defined benefit plans are
as follows:

                                           1995      1994      1993
                                             (Dollars in thousands)

  Service cost                           $ 3,067   $ 2,947    $ 1,809
  Interest cost                            3,887     3,334      2,144
  Actual loss (return) on assets          (7,284)      539     (1,784)
  Net amortization and deferrals           5,008    (2,698)       317
    Net periodic pension cost            $ 4,678   $ 4,122    $ 2,486

During 1995, the  Company recognized settlement  and curtailment losses  of
$0.4 million from the  termination  of participation in certain plans as  a
result of plant closings  and changes in pension  benefit provisions.   The
Company participates in several multi-employer pension plans which  provide
defined benefits to  certain of its  union employees.   The composition  of
total pension cost for 1995, 1994, and 1993 in the Consolidated  Statements
of Operations is as follows:

                                           1995      1994      1993
                                            (Dollars in thousands)

  Net periodic pension cost              $ 4,678   $ 4,122    $ 2,486
  Settlement and curtailment losses, net     418       -          -
  Contributions to multi-employer
        union plans                        2,708     2,700      2,000
    Total pension costs                  $ 7,804   $ 6,822    $ 4,486



                                     F-24
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


12.     Retirement Plans  (continued)

The assumptions used  in determining the  actuarial present  value of  plan
benefit obligations as of December 31 are as follows:

                                           1995      1994        1993

  Discount rate                             7.5%      8.5%      7.5%
  Weighted average rate of
    compensation increase                   4.0%      4.5%      4.5%
  Expected long-term rate of
    return on plan assets                   8.5%      8.5%      8.5%

The Company also sponsors defined  contribution pension and profit  sharing
plans covering substantially all employees.  Company contributions to these
plans are based  upon employee contributions  and operating  profitability.
Contributions charged to income for these plans were $1.7 million in  1995;
$2.5 million in 1994;  and $1.5 million  in 1993.   The decline in  defined
contributions in  1995 as  compared to  1994  resulted from  lower  profit-
sharing contributions  made for  Company employees  since target  financial
objectives were not  achieved.  This  decrease was partially  offset by  an
increase in  the  contribution  base attributable  to  additional  employee
participation as a result of the acquisition of AN Can.

13.     Postretirement Benefits Other than Pensions

Effective January 1, 1993, the Company changed its method of accounting for
postretirement health care and other insurance  benefits to conform to  the
provisions of  SFAS  No. 106  "Employers'  Accounting for  Post  Retirement
Benefits Other Than  Pensions", which  requires accrual  of these  benefits
over the  period during  which active  employees become  eligible for  such
benefits.  Previously, the  Company recognized the  cost of providing  such
benefits on the pay-as-you-go  basis.  The  Company elected to  immediately
recognize a cumulative charge of $3.1  million (after related income  taxes
of $1.9 million) for this change  in accounting principle which  represents
the accumulated postretirement benefit obligation existing as of January 1,
1993.

The Company has defined benefit health  care and life insurance plans  that
provide postretirement  benefits  to  certain employees.    The  plans  are
contributory, with  retiree contributions  adjusted annually,  and  contain
cost sharing  features  including  deductibles and  coinsurance.    Retiree
health benefits are paid as covered expenses are incurred.



                                     F-25
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


13.     Postretirement Benefits Other than Pensions  (continued)

The following table presents the funded status of the postretirement  plans
and amounts recognized in the Company's balance sheet as of December 31:

                                                    1995       1994
                                                (Dollars in thousands)
Accumulated postretirement benefit obligation:
     Retirees                                   $  1,587    $ 1,183
     Fully eligible active plan participants      11,647      1,521
     Other active plan participants               14,770      2,577
Total accumulated postretirement
   benefit obligation                             28,004      5,281
Unrecognized net gain                             (2,929)      (219)
Unrecognized prior service costs                    (298)       (79)
Accrued postretirement benefit liability        $ 24,777    $ 4,983

As of the  AN Can acquisition  date, the Company  assumed a  postretirement
benefit liability in the amount of $19.6 million for the active  population
transferred  to  the  Company  from  AN  Can.    Under  the  terms  of  the
acquisition, ANC retained the  liability for the  retired population as  of
August 1, 1995.

Net periodic postretirement benefit cost include the following components:

                                                    1995       1994
                                                (Dollars in thousands)

       Service cost                               $  372     $  321
       Interest cost                               1,097        412
       Net amortization and deferral                  42        (14)
       Net periodic postretirement benefit cost   $1,511     $  719

The weighted  average  discount rates  used  to determine  the  accumulated
postretirement benefit obligation  as of December  31, 1995  and 1994  were
7.5% and 8.5%, respectively.  The net periodic postretirement benefit costs
were calculated using a  discount rate ranging from  7.5% to 8.5% for  1995
and 8.5%  for 1994.   The  assumed  health care  cost  trend rate  used  in
measuring the  accumulated postretirement  benefit obligation  ranged  from
7.14% to 10.0% in  1995 and was 14%  in 1994, declining  to a rate  ranging
from 5.0% to 6.0% in the year 2003 and thereafter.



                                     F-26
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


13.     Postretirement Benefits Other than Pensions  (continued)

A 1% increase in the health care cost trend rate assumption would  increase
the accumulated postretirement benefit obligation  as of December 31,  1995
by approximately $3.7 million and increase the aggregate of the service and
interest cost components  of the net  periodic postretirement benefit  cost
for 1995 by approximately $0.2 million.


14.     Income Taxes

Income taxes for 1995, 1994, and 1993 reflect the adoption of SFAS No.  109
under which  the  Company provides  for  taxes as  if  it were  a  separate
taxpayer.

The components of income tax expense are as follows:

                                         1995       1994       1993
                                           (Dollars in thousands)

           Current
               Federal                $   500    $ 2,500     $  300
               State                    1,900      3,200      1,900
               Foreign                    100       (100)      (400)
                                        2,500      5,600      1,800
           Deferred
               Federal                  4,100      5,400      7,575
               State                      -          -          100
               Foreign                    -          -          -  
                                        4,100      5,400      7,675
                                      $ 6,600    $11,000     $9,475

Income tax expense is included in the financial statements as follows:

                                         1995       1994       1993
                                           (Dollars in thousands)

           Income before
              extraordinary charges
              and accounting changes  $ 8,700    $11,000    $ 6,300
           Extraordinary charges       (2,100)       -         (500)
           Cumulative effect of
              accounting changes          -          -        3,675
                                      $ 6,600    $11,000     $9,475



                                     F-27
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


14.     Income Taxes  (continued)

The income  tax provision  varied  from that  computed  by using  the  U.S.
statutory rate as a result of the following:

                                          1995       1994      1993
                                             (Dollars in thousands)
  Income tax provision at the
     U.S. Federal income tax rate      $ 6,466    $ 8,069   $ 5,091
  State and foreign tax expense
     net of Federal income benefit       1,625      2,015     1,235
  Amortization of goodwill                 471        576       154
  Other                                    138        340      (180)
                                       $ 8,700    $11,000   $ 6,300

Deferred income taxes reflect the net  tax effect of temporary  differences
between the  carrying  amounts  of assets  and  liabilities  for  financial
reporting  purposes  and  the  amounts   used  for  income  tax   purposes.
Significant components of the Company's deferred tax liabilities and assets
at December 31 are as follows:

                                                     1995      1994
                                                (Dollars in thousands)
   Deferred tax liabilities:
     Tax over book depreciation                   $27,800          $21,900
     Book over tax basis of assets acquired        41,700           21,400
     Other                                          3,900            4,100
       Total deferred tax liabilities              73,400           47,400

   Deferred tax assets:
     Book reserves not yet deductible
       for tax purposes                            56,300           24,600
     Net operating loss carryforwards               3,800            3,800
     Benefit taken for Holdings' losses            10,200            5,500
     Other                                             83              483
       Total deferred tax assets                   70,383           34,383

   Net deferred tax liabilities                   $ 3,017          $13,017



                                     F-28
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


14.     Income Taxes  (continued)

The Company files a consolidated Federal  income tax return with  Holdings.
In accordance with the tax allocation  agreement, the Company is  obligated
to reimburse Holdings for  the use of Holdings'  losses only to the  extent
that Holdings has taxable income on  a stand-alone basis.  A liability  has
not been established to the extent of the use of Holdings' losses since the
possibility of  the  ultimate  payment for  these  benefits  is  considered
remote.  Accordingly, the use of Holdings' losses has been accounted for as
a contribution of capital.

Also, in  accordance with  the tax  allocation  agreement, the  Company  is
required to reimburse  Holdings for its  allocable share  of Holdings'  tax
liability.  The  Company's share of  Holdings' Federal  tax liability,  for
alternative minimum tax, aggregated $0.5 million  in 1995 and $1.5  million
in 1994.

On a consolidated basis, the Company  and Holdings have net operating  loss
carryforwards at December  31, 1995 of  approximately $100.0 million  which
are available to offset future consolidated taxable income of the group and
expire from 2001 through 2010.  The Company and Holdings, on a consolidated
basis at December 31,  1995, have $3.9 million  of alternative minimum  tax
credits which are available indefinitely to reduce future tax payments  for
regular federal income tax purposes.

At December 31, 1995 the Company, if reporting on a separate company basis,
would have had net operating loss carryforwards for Federal tax purposes of
approximately $8.0  million,  which are  subject  to limitation  under  the
consolidated return regulations, and expire from 2001 to 2007.



                                     F-29
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


15.     Acquisition Reserves

In connection with the acquisition of AN Can, the Company plans to  improve
operating efficiencies through  production and  facility consolidation  and
through workforce reductions.   As part of  its preliminary purchase  price
allocation, the  Company  established a  reserve  for $25.0  million  which
primarily consists  of $20.5  million for  severance  and $4.5  million  of
facility exit  costs.    The  provision  for  severance  includes  employee
termination benefits, such as,  salary continuation, pension, and  medical.
Plant exit costs  include planned  expenditures relating  to facility  shut
down, equipment  removal, and  compliance with  environmental  regulations.
During the year, $0.9 million of costs were expended for severance.  As  of
December 31,  1995, $7.1  million remained  in other  accrued expenses  for
costs expected to  be paid within  one year and  $17.0 million remained  in
long term liabilities.  Management believes that the operating improvements
will not be fully implemented until 1997 and  the remaining reserve balance
will be adequate to cover anticipated costs.


16.     Stock Option Plans

Containers and Plastics have established stock  option plans for their  key
employees pursuant to which options to  purchase shares of common stock  of
Holdings and its subsidiaries and stock appreciation rights ("SARs") may be
granted.

Options granted under the  plans may be either  incentive stock options  or
non-qualified stock options.  To date, all stock options granted have  been
non-qualified stock options.  Under the plans, Containers and Plastics have
each reserved 1,200  shares of its  common stock for  issuance under  their
respective plans.   Containers has 13,764  shares and  Plastics has  13,800
shares of  $0.01 par  value common  stock currently  issued, and  all  such
shares are owned by Silgan.



                                     F-30
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


16.     Stock Option Plans  (continued)

The SARs extend to all of the shares covered by the options and provide for
the payment to the holders of the options of an amount in cash equal to the
excess of, in the case  of Containers' plan, the  pro forma book value,  as
defined, of a share of common stock (or  in the event of a public  offering
or a change in control (as  defined), the fair market  value of a share  of
common  stock)  over  the  exercise  price  of  the  option,  with  certain
adjustments for the portion of vested stock appreciation rights not paid at
the time of  the recapitalization  in June  1989; or,  in the  case of  the
Plastics plan, in the event of a public offering or a change in control (as
defined), the  fair  market value  of  a share  of  common stock  over  the
exercise price of the option.

Prior to a public offering or  change in control, should an employee  leave
the Company, Containers has the right  to repurchase, and the employee  has
the right to require Containers to repurchase, the common stock at the then
pro forma book value.

At December 31, 1995, there were  outstanding options for 936 shares  under
the Containers plan and 1,200 shares under the Plastics plan.  The exercise
prices per share range from $2,122 to $4,933 for the Containers options and
$126 to $993 for the Plastics options. The stock options and SARs generally
become exercisable ratably over a five-year period.  At December 31,  1995,
there were 840 options/SARs exercisable under  the Containers plan and  180
options/SARs exercisable under  the Plastics  plan.   The Company  incurred
charges relating to  the vesting and  payment of benefits  under the  stock
option plans  of $0.4  million in  1995;  $1.5 million  in 1994;  and  $0.2
million in 1993.

In the event of a public  offering of any of  Holdings' capital stock or  a
change in control of  Holdings, (i) the options  granted by Containers  and
Plastics pursuant to the plans and  (ii) any stock issued upon exercise  of
such options issued by Containers are convertible into either stock options
or common stock of Holdings, as  the case may be.   The conversion of  such
options or  shares  will be  based  upon a  valuation  of Holdings  and  an
allocation of such  value among the  subsidiaries after  giving affect  to,
among other  things,  that  portion  of  the  outstanding  indebtedness  of
Holdings allocable to each such subsidiary.



                                     F-31
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


16.     Stock Option Plans  (continued)

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
using an  option pricing  model.   As  permitted under  SFAS No.  123,  the
Company may either adopt  the new pronouncement or  may continue to  follow
the current  accounting method  as prescribed  under  APB Opinion  No.  25,
"Accounting for Stock Issued to Employees".  The Company does not intend to
adopt SFAS No. 123 for expense recognition purposes in 1996.


17.     Stockholder's Equity

The Company's authorized  capital stock consists  of 1,000  shares each  of
Class A, B, and C Common Stock ($.01  par value) and preferred stock.   The
Company's outstanding capital stock at December 31, 1995 and 1994  consists
of 1 share of  Class A Common Stock  and 1 share of  Class B Common  Stock.
Both shares are issued to Holdings.


18.     Related Party Transactions

Pursuant to  various management  services agreements  entered into  between
Holdings, Silgan, Containers,  Plastics, and S&H,  Inc. ("S&H"), a  company
wholly-owned by Messr. Silver, the Chairman and Co-Chief Executive  Officer
and Messr.  Horrigan,  the President  and  Co-Chief Executive  Officer,  of
Holdings  and  Silgan,   S&H  provides  Holdings,   the  Company  and   its
subsidiaries  with  general  management,  supervision  and   administrative
services.  In consideration for its  services, S&H receives a fee of  4.95%
(of which 0.45% is payable to MS & Co.) of Holdings' consolidated  earnings
before depreciation, amortization, interest and taxes ("EBDIT") until EBDIT
has reached the Scheduled Amount set forth in the Management Agreements and
3.3% (of which 0.3% is payable  to MS & Co.)  after EBDIT has exceeded  the
Scheduled Amount up to  the Maximum Amount as  set forth in the  Management
Agreements, plus reimbursement for all related out-of-pocket expenses.  The
total amount incurred under the Management  Agreements was $5.4 million  in
1995, $5.0 million  in 1994, and  $4.4 million in  1993 and was  allocated,
based upon EBDIT, as a charge to operating income of each business segment.
Included in  accounts payable  at  December 31,  1995  and 1994,  was  $0.1
million payable to S&H.



                                     F-32
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


18.     Related Party Transactions  (continued)

Under the  terms of  the Management  Agreements,  the Company  has  agreed,
subject to certain exceptions, to indemnify S&H and any of its  affiliates,
officers, directors, employees, subcontractors, consultants or  controlling
persons against any loss or damage  they may sustain arising in  connection
with the Management Agreements.

In connection with the refinancings and bank credit agreements entered into
during 1995  and  1993,  the  banks  thereunder  (including  Bankers  Trust
Company) received fees totaling $17.2 million  in 1995 and $8.1 million  in
1993.


19.     Litigation

In connection with  the acquisition by  Holdings of Silgan  as of June  30,
1989 (the "Merger"), a decision was rendered in 1995 by the Delaware  Court
of Chancery with respect to appraisal  proceedings filed by certain  former
stockholders of  400,000 shares  of  stock of  Silgan.   Pursuant  to  that
decision, these former holders  were awarded $5.94  per share, plus  simple
interest at a rate of 9.5%.  This award was less than the amount, $6.50 per
share, that these former  holders would have received  in the Merger.   The
right of these former holders to  appeal the Chancery Court's decision  has
expired.  In 1995, Silgan made  a distribution to Holdings and payment  was
tendered to  these former  holders for  $3.8 million  as reflected  in  the
Consolidated Statement of Common Stockholder's Equity.   In 1994, prior  to
the trial for appraisal, Holdings and  the former holders of an  additional
650,000 shares of  stock of  Silgan agreed to  a settlement  in respect  of
their appraisal rights, and Silgan made a distribution to Holdings in order
to make a payment  of $6.9 million, including  interest, in respect of  the
settlement.

With respect to a complaint filed by limited partners of The Morgan Stanley
Leveraged Equity  Fund,  L.P. against  a  number of  defendants,  including
Silgan and Holdings, all claims against Silgan and Holdings related to this
action were dismissed on January 14, 1993.  The plaintiff's 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.

Other than the actions  mentioned above, there are  no other pending  legal
proceedings to  which  the Company  is  a party  or  to which  any  of  its
properties are subject which would have a material effect on the  Company's
financial position.



                                     F-33
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


20.     Business Segment Information

The Company is engaged in the  packaging industry and operates  principally
in two business segments.  Both  segments operate in North America.   There
are no intersegment  sales.  Presented  below is a  tabulation of  business
segment information for each of the past three years (in millions):

                          Net     Oper.  Identifiable  Dep. &    Capital        
                         Sales   Profit     Assets     Amort.    Expend.
1995
Metal container                       
  & specialty (1)      $  882.3  $72.9 (2)  $726.7     $31.6     $32.5
Plastic container         219.6   13.2       159.4      13.8      19.4
  Consolidated         $1,101.9  $86.1      $886.1     $45.4     $51.9

1994
Metal container                        
  & specialty (1)      $  657.1  $67.0 (3)  $335.3     $23.1     $16.9
Plastic container         204.3    9.4 (3)   162.8      14.1      12.3
  Consolidated         $  861.4  $76.4      $498.1     $37.2     $29.2

1993
Metal container
 & specialty (1)       $  459.2  $42.3      $324.5     $17.3     $25.3
Plastic container         186.3    0.6       165.9      16.5      17.2
  Consolidated         $  645.5  $42.9      $490.4     $33.8     $42.5


(1) Specialty packaging sales  include closures, plastic  bowls, and  paper
    containers used by processors  and packagers in  the food industry  and
    are not significant enough to be reported as a separate segment.

(2) Excludes charge  for reduction  in carrying  value of  assets of  $14.7
    million for metal container segment.

(3) Excludes charges  for reduction  in carrying  value of  assets of  $7.2
    million for  metal  container  segment and  $9.5  million  for  plastic
    container segment, respectively.



                                     F-34
<PAGE>


                            SILGAN CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1995, 1994 AND 1993


20.     Business Segment Information  (continued)

Operating profit  is  reconciled  to  income  before  tax  as  follows  (in
millions):

                                        1995      1994      1993
     Operating profit                 $ 86.1    $ 76.4    $ 42.9
     Reduction in carrying
       value of assets                  14.7      16.7       -
     Interest expense                   52.5      36.1      27.9 
     Corporate                           0.4       0.5       0.4
     Income before income taxes       $ 18.5    $ 23.1    $ 14.6

Identifiable  assets  are  reconciled  to  total  assets  as  follows   (in
millions):

                                        1995      1994      1993
     Identifiable assets              $886.1    $498.1    $490.4
     Corporate assets                   60.2       2.0       1.7
        Total assets                  $946.3    $500.1    $492.1

Metal container and other  segment sales to  Nestle Food Company  accounted
for 21.4%, 25.9% and 34.1%,  of net sales of  the Company during the  years
ended December 31, 1995, 1994 and 1993, respectively.  Similarly, sales  to
Del Monte accounted for 14.5% and 21.4% of net sales of the Company  during
the years ended December 31, 1995 and 1994, respectively.



                                     F-35
<PAGE>


                                                                 SCHEDULE I


           CONDENSED FINANCIAL INFORMATION OF SILGAN CORPORATION
                         CONDENSED BALANCE SHEETS
                        December 31, 1995 and 1994
                          (Dollars in thousands)


                                                   1995        1994
                                                (Restated)
ASSETS
                                                
Current assets:
   Cash and cash equivalents                   $     29    $    155
   Notes receivable-subsidiaries                 28,140      21,968
   Interest receivable-subsidiaries               4,342       1,699
   Other current assets                              70         -  
     Total current assets                        32,581      23,822

Investment in and other amounts due
   from subsidiaries                             26,181      70,947
Notes receivable-subsidiaries                   553,682     286,640
Amount receivable from parent                     2,175       1,244
Other assets                                        518         793
                                               $615,137    $383,446

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
   Current portion of term loans              $  28,140   $  21,968
   Accrued interest payable                       4,342       1,699
   Accrued expenses                               1,457         356
      Total current liabilities                  33,939      24,023

Long-term debt                                  549,610     282,568
Amounts payable to subsidiaries                  14,890      11,148
Other long-term liabilities                       3,838       2,362

Stockholder's equity:
   Common stock                                     -           -
   Additional paid-in capital                    73,635      69,535
   Accumulated deficit                          (60,775)     (6,190)
      Total stockholder's equity                 12,860      63,345
                                               $615,137    $383,446


   See Notes to Consolidated Financial Statements for Silgan Corporation
                  appearing elsewhere in this Form 10-K.



                                     F-36
<PAGE>


                                                                 SCHEDULE I


           CONDENSED FINANCIAL INFORMATION OF SILGAN CORPORATION
                    CONDENSED STATEMENTS OF OPERATIONS
           For the years ended December 31, 1995, 1994 and 1993
                          (Dollars in thousands)



                                              1995      1994      1993


Net sales                                  $   -     $   -     $   -  

Cost of goods sold                             -         -         -  

  Gross profit                                 -         -         -  

Selling, general and administrative
  expenses                                     416       543       368

  Loss from operations                        (416)     (543)     (368)

Equity in earnings (losses) of
  consolidated subsidiaries                  8,731    13,445    (7,570)

Other income (expense)                      (1,219)     (651)    1,480

Interest expense and other related
  financing costs                          (41,822)  (30,039)  (19,899)

Interest income-subsidiaries                41,699    29,841    23,940

  Income (loss) before income taxes          6,973    12,053    (2,417)

Income tax provision                           -         -         -  

  Income (loss) before extraordinary
     charges                                 6,973    12,053    (2,417)

Extraordinary charges relating to
  early extinguishment of debt                (167)      -        (130)

  Net income (loss)                        $ 6,806   $12,053   $(2,547)


   See Notes to Consolidated Financial Statements for Silgan Corporation
                  appearing elsewhere in this Form 10-K.



                                     F-37
<PAGE>


                                                                 SCHEDULE I


           CONDENSED FINANCIAL INFORMATION OF SILGAN CORPORATION
                    CONDENSED STATEMENTS OF CASH FLOWS
           For the years ended December 31, 1995, 1994 and 1993
                          (Dollars in thousands)



                                                1995      1994      1993
                                              (Restated)

Cash flows from operating activities:       $  3,668  $  7,005  $    359

Cash flows from investing activities:
   (Increase) decrease in notes
      receivable-subsidiaries               (273,214)   35,462  (117,515)
   (Increase) in investment
      in subsidiaries                            -     (14,998)      -
   Cash dividends received from
      subsidiaries                            57,596       -         -  
Net cash provided (used) by
   investing activities                     (215,618)   20,464  (117,515)

Cash flows from financing activities:
   Proceeds from issuance of long-term
      debt                                   450,000       -     140,000
   Repayments of long-term debt             (176,786)  (20,464)  (37,985)
   Capital contribution by Parent                -         -      15,000
   Payments to former shareholders            (3,795)   (6,911)      -
   Dividend to Parent                        (57,596)      -         -  
Net cash provided (used) by
   financing activities                      211,823   (27,375)  117,015

Net increase (decrease) in cash
   and cash equivalents                         (127)       94      (141)

Cash and cash equivalents at
   the beginning of year                         155        61       202

Cash and cash equivalents at
   end of year                              $     28  $    155  $     61



   See Notes to Consolidated Financial Statements for Silgan Corporation
                  appearing elsewhere in this Form 10-K.



                                     F-38
<PAGE>


                                                                SCHEDULE II


                            SILGAN CORPORATION
              SCHEDULES OF VALUATION AND QUALIFYING ACCOUNTS
           For the years ended December 31, 1995, 1994 and 1993
                           (Dollars in thousands)


Column A              Column B       Column C           Column D     Column E
                                     Additions     
                                            Charged 
                   Balance at  Charged to   to other                  Balance
                   beginning   costs and    accounts    Deductions   at end of
Description        of period    expenses    describe   describe (1)    period 

For the year ended
  December 31, 1993:

  Allowance for
    doubtful accounts
    receivable          $1,643     $   91     $   -        $  650     $1,084


For the year ended
  December 31, 1994:

  Allowance for
    doubtful accounts
    receivable          $1,084     $  621     $   58       $  206     $1,557


For the year ended
  December 31, 1995:

  Allowance for
    doubtful accounts                               
    receivable          $1,557     $  295     $3,872 (2)   $  881     $4,843


(1) Uncollectible accounts written off, net of recoveries.

(2) Represents the accounts receivable allowance for doubtful accounts
    assumed upon the acquisition of AN Can.



                                     F-39
<PAGE>



                               INDEX TO EXHIBITS



Exhibit No.                                   Exhibit



    

    27                               Financial Data Schedule.


<PAGE>