Exhibit 10.23


                              Silgan Holdings Inc.
                            2004 Stock Incentive Plan
                                     FORM OF
                                OPTION AGREEMENT


                             ______________________
                                   (Employee)


Date of Grant:  _________________


Shares for Which Option May Be Exercised:  _____


     OPTION  AGREEMENT made in Stamford,  Connecticut,  between Silgan  Holdings
Inc. and ____________________________.

     1.  Grant of Award.  The  Company  has  granted  you an Option to  purchase
_______ Shares of common stock of the Company, subject to the provisions of this
Agreement. This Option is a nonqualified Option.

     2. Exercise  Price.  The purchase price of the Shares covered by the Option
will be $_____________ per Share.

     3.  Vesting.  The  Option  will vest and become  exercisable  in five equal
installments  beginning  12 months  after the Date of Grant with  respect to the
Shares covered by the Option as follows:

                    Date From Which             Number
                    Option Installment            of
                    May be Exercised            Shares
                    ------------------          ------






     4. Term of Option.  The Option must be exercised  prior to, and will expire
upon, the close of business on the date that is seven (7) years from the Date of
Grant,  subject to earlier termination or cancellation as provided in paragraphs
7 or 8 hereof.

     5.  Payment of  Exercise  Price.  You may pay the  Exercise  Price by cash,
certified  check,  bank draft,  wire  transfer or postal or express money order.
Alternatively,  payment may be made by (i)  delivering to the Company a properly
executed  exercise notice with  irrevocable  instructions to a broker to deliver
promptly to the Company sale or loan proceeds adequate to satisfy the portion of
the Exercise Price being so paid, or (ii) tendering to the Company (by




<PAGE>

physical  delivery or  attestation)  certificates of common stock of the Company
that you have held for six (6) months or longer and that have an aggregate  Fair
Market Value as of the day prior to the date of exercise equal to the portion of
the  Exercise  Price  being so paid.  You may not,  however,  tender any form of
payment that the Company determines, in its sole and absolute discretion,  could
violate any law or  regulation.  You are not  required  to  purchase  all Shares
subject to the Option at one time,  but you must pay the full Exercise Price for
all Shares that you elect to purchase before they will be delivered.

     6.  Exercise  of  Option.  Subject  to the  terms  and  conditions  of this
Agreement, the vested Option may be exercised by contacting the Secretary of the
Company.  If the Option is exercised after your death,  the Company will deliver
Shares only after the  Secretary of the Company has  determined  that the person
exercising the Option is the duly appointed  executor or  administrator  of your
estate or the person to whom the Option has been  transferred by your will or by
the applicable laws of descent and distribution.

     7.  Termination  of  Employment.   If  your  employment  with  the  Company
terminates  before the end of the Option's seven (7)-year term, your Option,  to
the extent vested, will remain exercisable as set forth below:

Event                                      Exercise Period
--------------------------------------------------------------------------------

Retirement (voluntary          Expires upon earlier of (i) original expiration
termination of Service         date, or (ii) 12 months after date of Retirement.
on or after age 60 with        If you die prior to end of this 12-month period,
10 years of Service)           expires 6 months after death, even if later than
                               original expiration date.  Unvested Option
                               immediately cancelled on date of Retirement.

--------------------------------------------------------------------------------
Death                          Expires upon earlier of (i) original expiration
                               date (but no earlier than 6 months after death),
                               or (ii) 12 months after date of death.  Unvested
                               Option immediately cancelled on date of death.

--------------------------------------------------------------------------------
Disability                     Expires upon earlier of (i) original expiration
                               date, or (ii) 12 months after incurring
                               Disability. If you die prior to end of this
                               12-month period, expires 6 months after death,
                               even if later than original expiration date.
                               Unvested Option immediately cancelled on date of
                               termination due to Disability.
--------------------------------------------------------------------------------
Involuntary termination        Expires upon earlier of (i) original expiration
of employment (other than      date, or (ii) 90 days after date of termination
Retirement, death or           of employment. If you die prior to end of this
Disability) not for Cause      90-day period, expires 6 months after death, even
                               if later than original expiration date.
                               Unvested Option immediately cancelled on date
                               of termination.
--------------------------------------------------------------------------------
Involuntary termination        Options (vested and unvested) immediately
of employment for Cause        cancelled.
--------------------------------------------------------------------------------


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<PAGE>


--------------------------------------------------------------------------------
Voluntary resignation          Options (vested and unvested) immediately
(other than Retirement)        cancelled.
--------------------------------------------------------------------------------

     8. Change in Control.  In the event of a Change in Control,  the vesting of
any unvested Options will be in accordance with the terms of the Plan.

     9. Withholdings.  The Company will have the right, prior to the issuance or
delivery  of any  Shares in  connection  with the  exercise  of the  Option,  to
withhold or demand from you the amount  necessary to satisfy the  applicable tax
requirements, as determined by the Company.

     10.  Transfer of Award.  You may not  transfer any interest in your Option,
except by will or the laws of descent  and  distribution.  Any other  attempt to
dispose of your interest in your Option will be null and void.

     11. Adjustments. In the event of any subdivision of the common stock of the
Company,  a declaration  of a dividend  payable in Shares,  or a combination  or
consolidation  of  the  outstanding   common  stock  (by   reclassification   or
otherwise),  the Committee  will make  appropriate  adjustments  to the Exercise
Price,  the number and kind of Shares  covered by the Option and other  relevant
provisions,  to the extent  necessary to prevent  dilution or enlargement of the
benefits or potential  benefits intended to be provided by the Option.  Any such
determinations  and  adjustments  made by the  Committee  will be binding on all
persons.

     12.  Restrictions  on  Exercise.  Exercise  of the Option is subject to the
conditions that, to the extent required at the time of exercise,  (a) the Shares
covered by the Option will be duly  listed,  upon  official  notice of issuance,
with a national securities exchange or national securities association,  and (b)
a registration statement under the Securities Act of 1933 (the "Securities Act")
with respect to the Shares will be effective or an exemption  from  registration
will  apply.  The Company  will not be required to deliver any Shares  until all
applicable  federal and state laws and regulations  and all applicable  national
securities exchange or national securities  association rules have been complied
with and all legal matters in  connection  with the issuance and delivery of the
Shares have been approved by counsel of the Company.

     13.  Disposition  of  Securities.  By accepting  the Award and signing this
Agreement,  you  acknowledge  that you have read and  understand  the  Company's
policy  on,  and are aware of and  understand  your  obligations  under  federal
securities  laws with respect to, trading in the Company's  securities,  and you
agree not to use the  Company's  cashless  exercise  program  (or any  successor
program)  at any time  when you  possess  material  nonpublic  information  with
respect to the Company or when using the  program  would  otherwise  result in a
violation of  securities  law.  The Company  will have the right to recover,  or
receive  reimbursement  for,  any  compensation  or profit  you  realize  on the
disposition  of Shares  received upon exercise of your Option to the extent that
the Company has a right of recovery or reimbursement under applicable securities
laws. If you are an "affiliate"  of the Company,  you may dispose of your Shares
only pursuant to an effective registration statement under the Securities Act or
an exemption or exclusion from the registration requirement.


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<PAGE>

     14.  Plan  Terms  Govern.  The grant and  exercise  of the  Option  and the
disposition  of any Shares  received  upon exercise of the Option are subject to
the terms of the Plan and any rules that the Committee may  prescribe.  The Plan
document,  as may be  amended  from  time to time,  is  incorporated  into  this
Agreement.  Capitalized  terms used in this Agreement have the meaning set forth
in the Plan,  unless  otherwise  stated in this  Agreement.  In the event of any
conflict between the terms of the Plan and the terms of this Agreement, the Plan
will control. By accepting the Award, you acknowledge receipt of the Plan, as in
effect on the date of this Agreement.

     15. Personal Data. To comply with applicable law and to administer the Plan
and this  Agreement  properly,  the  Company and its agents may hold and process
your  personal  data,  including  your home  address,  Social  Security  number,
employment  status,  hire date and termination date. By accepting the Award, you
expressly  consent to the use of this data by the  Company and its agents and to
the transfer of this data  outside the country in which you perform  services or
reside.

     16. Limitations.  Nothing in this Agreement or the Plan gives you any right
to  continue  in the  employ  of the  Company  or  any of its  Affiliates  or to
interfere in any way with the right of the Company or any of its  Affiliates  to
terminate your  employment at any time.  Distribution of Shares upon exercise of
the  Option is not  secured  by a trust,  insurance  contract  or other  funding
medium,  and you do not have any  interest in any fund or specific  asset of the
Company by reason of this Award or the account  established on your behalf.  You
have no voting rights or other rights as a stockholder  of the Company  pursuant
to the Option until Shares are actually delivered to you.

     17.  Incorporation  of  Other  Agreements.  This  Agreement  and  the  Plan
constitute the entire  understanding  between you and the Company  regarding the
Option.  This  Agreement   supersedes  any  prior  agreements,   commitments  or
negotiations concerning the Option.

     18.  Severability.  The invalidity or  unenforceability of any provision of
this  Agreement  will not affect the  validity  or  enforceability  of the other
provisions  of the  Agreement,  which  will  remain in full  force  and  effect.
Moreover,  if any provision is found to be excessively broad in duration,  scope
or covered activity,  the provision will be construed so as to be enforceable to
the maximum extent compatible with applicable law.


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<PAGE>


By accepting this Award and signing below, you confirm the following:


         (i)   you have carefully read, fully understand and agree to all of the
terms and conditions described in this Agreement and the Plan; and


         (ii)  you  understand  and  agree  that  this  Agreement and  the  Plan
constitute the entire understanding between you and the Company regarding the
Award, and that any prior agreements, commitments or negotiations concerning the
Option are replaced and superseded.


                                         SILGAN HOLDINGS INC.



                                         By: __________________________________
                                             Name:
                                             Title:


EMPLOYEE



_______________________________________
(Signature)


_______________________________________
(Print Name)


_______________________________________
(Address)


_______________________________________
(City, State, Zip Code)


_______________________________________
(Social Security Number)






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