Page 1 of 22
                                                      
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities  Exchange
Act of 1934 for the Quarter Ended September 30, 1996 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities Exchange
Act of 1934 for the Period ____________ 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 Number)    


              4 Landmark Square
            Stamford, Connecticut                          06901
   (Address of Principal Executive Offices)              (Zip Code)

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


Indicate by check mark whether  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 [ ]

As of November 4, 1996, the number of shares outstanding of each of the issuer's
classes of common stock is as follows:

               Classes of shares of                        Number of
     common stock outstanding, $0.01 par value         shares outstanding      
     -----------------------------------------         ------------------

                    Class A                                   1
                    Class B                                   1


<PAGE>
                                                                    Page 2 of 22

Part I. Financial Information
Item 1. Financial Statements

                               SILGAN CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                             Sept. 30,     Sept. 30,    Dec. 31,
                                               1996          1995         1995
                                            (unaudited)  (unaudited)   (audited)
                                            -----------  -----------   ---------
ASSETS
Current assets:
     Cash and cash equivalents ...........   $  3,071    $    3,847    $  2,092
     Accounts receivable, net ............    218,883       262,819     109,929
     Inventories .........................    190,690       196,584     210,471
     Prepaid expenses and other
        current assets ...................      9,801        21,111       5,731
                                             --------    ----------    --------
         Total current assets ............    422,445       484,361     328,223

Property, plant and equipment, net .......    479,505       496,392     487,301
Goodwill, net ............................     52,801        43,966      43,562
Other assets .............................     38,783        41,007      29,637
                                             --------    ----------    --------
                                             $993,534    $1,065,726    $946,319
                                             ========    ==========    ========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
     Trade accounts payable ..............   $ 86,609    $   96,159    $138,195
     Accrued payroll and related costs ...     40,811        35,400      32,805
     Accrued interest payable ............     14,330        10,449       4,358
     Other accrued expenses ..............     32,584        38,351      43,062
     Bank working capital loans ..........    126,000       184,000       7,100
     Current portion of long-term debt ...     28,454         7,250      28,140
                                             --------    ----------    --------
         Total current liabilities .......    328,788       371,609     253,660

Long-term debt ...........................    673,348       577,750     549,610
Deferred income taxes ....................       --          13,017       3,017
Other long-term liabilities ..............     74,943        78,659      69,576

Common stockholder's equity:
     Additional paid-in capital ..........     90,135        74,635      73,635
     Accumulated deficit .................   (173,680)      (49,944)    (60,775)
                                             --------    ----------    --------
         Total common stockholder's equity    (83,545)       24,691      12,860
                                             --------    ----------    --------
                                             $993,534    $1,065,726    $946,319
                                             ========    ==========    ========

                             See accompanying notes.


<PAGE>
                                                                    Page 3 of 22

                               SILGAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                 (In thousands)


                                                            Three Months Ended
                                                            ------------------
                                                           Sept. 30,   Sept. 30,
                                                             1996        1995
                                                             ----        ----

Net sales ..............................................    $473,563    $406,515

Cost of goods sold .....................................     414,589     364,832
                                                            --------    --------

     Gross profit ......................................      58,974      41,683

Selling, general and administrative expenses ...........      15,129      13,144
                                                            --------    --------

     Income from operations ............................      43,845      28,539

Interest expense and other related financing costs .....      20,081      15,977
                                                            --------    --------

     Income before income taxes ........................      23,764      12,562

Income tax provision ...................................       8,350       5,100
                                                            --------    --------

     Income before extraordinary charge ................      15,414       7,462

Extraordinary charge relating to early
   extinguishment of debt, net of taxes ................        --         2,967
                                                            --------    --------

     Net income ........................................    $ 15,414    $  4,495
                                                            ========    ========












                             See accompanying notes.




<PAGE>
                                                                    Page 4 of 22

                               SILGAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                 (In thousands)


                                                             Nine Months Ended
                                                             -----------------
                                                           Sept. 30,   Sept. 30,
                                                             1996        1995
                                                             ----        ----

Net sales ............................................    $1,080,486    $811,505

Cost of goods sold ...................................       935,813     710,975
                                                          ----------    --------

     Gross profit ....................................       144,673     100,530

Selling, general and administrative expenses .........        41,970      30,459
                                                          ----------    --------

     Income from operations ..........................       102,703      70,071

Interest expense and other related financing costs ...        52,474      35,068
                                                          ----------    --------

     Income before income taxes ......................        50,229      35,003

Income tax provision .................................        19,500      14,400
                                                          ----------    --------

     Income before extraordinary charge ..............        30,729      20,603

Extraordinary charge related to early
   extinguishment of debt, net of taxes ..............          --         2,967
                                                          ----------    --------

     Net income ......................................    $   30,729    $ 17,636
                                                          ==========    ========












                             See accompanying notes.




<PAGE>
                                                                    Page 5 of 22

                               SILGAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
                                                             Nine Months Ended
                                                             -----------------
                                                            Sept. 30,  Sept. 30,
                                                              1996       1995
                                                              ----       ----
Cash flows from operating activities:
  Net income .............................................  $ 30,729   $ 17,636
  Adjustments to reconcile net income to net
   cash (used) provided by operating activities:
    Depreciation .........................................    40,009     27,233
    Amortization .........................................     5,884      4,848
    Contribution by Parent for federal income
       tax provision .....................................    16,500      6,700
    Extraordinary charge relating to early
       extinguishment of debt, net of taxes ..............      --        2,967
    Changes in assets and liabilities:
         (Increase) in accounts receivable ...............  (106,461)   (55,512)
         Decrease in inventories .........................    21,238     14,472
         (Decrease) increase in trade accounts payable ...   (51,586)     2,508
         Net working capital used by AN Can from
            8/1/95 to 9/30/95 ............................      --      (11,195)
         Other, net ......................................    (2,872)    10,905
                                                            --------   --------
               Total adjustments .........................   (77,288)     2,926
                                                            --------   --------
      Net cash (used) provided by operating activities ...   (46,559)    20,562
                                                            --------   --------

Cash flows from investing activities:
    Acquisition of ANC's Food Metal & Specialty business .   (13,121)  (347,052)
    Capital expenditures .................................   (38,624)   (30,414)
    Proceeds from sale of assets .........................     1,521      3,398
                                                            --------   --------
      Net cash used in investing activities ..............   (50,224)  (374,068)
                                                            --------   --------

Cash flows from financing activities:
    Borrowings under working capital loans ...............   710,550    490,410
    Repayments under working capital loans ...............  (591,650)  (333,672)
    Proceeds from issuance of long-term debt .............   125,000    450,000
    Repayment of long-term debt ..........................      (948)  (169,660)
    Dividend to Parent ...................................  (143,634)   (57,596)
    Debt issuance costs ..................................    (1,556)   (21,000)
    Payments to former shareholders ......................      --       (3,794)
                                                            --------   --------
      Net cash provided by financing activities ..........    97,762    354,688
                                                            --------   --------

Net increase in cash and cash equivalents ................       979      1,182
Cash and cash equivalents at beginning of year ...........     2,092      2,665
                                                            --------   --------
Cash and cash equivalents at end of period ...............  $  3,071   $  3,847
                                                            ========   ========

Supplementary data: 
      Interest paid ......................................  $ 39,879   $ 23,017
      Income taxes paid ..................................       568      8,592

                             See accompanying notes.



<PAGE>
                                                                    Page 6 of 22

                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             (Information at September 30, 1996 and 1995 and for the
              three months and nine months then ended is unaudited)


1.  Basis of Presentation

The accompanying condensed unaudited consolidated financial statements of Silgan
Corporation  ("Silgan" or the "Company")  have been prepared in accordance  with
Rule 10-01 of Regulation S-X and, therefore,  do not include all information and
footnotes  necessary for a fair presentation of financial  position,  results of
operations  and cash flows in  conformity  with  generally  accepted  accounting
principles.  All  adjustments  of a normal  recurring  nature  have  been  made,
including  appropriate  estimates for reserves and provisions which are normally
determined or settled at year end. In the opinion of the Company,  however,  the
accompanying financial statements contain all adjustments  (consisting solely of
a normal  recurring  nature)  necessary  to present  fairly  Silgan's  financial
position  as of  September  30, 1996 and 1995 and  December  31,  1995,  and the
results of operations for the three and nine months ended September 30, 1996 and
1995, and the  statements of cash flows for the nine months ended  September 30,
1996 and 1995.

While the Company  believes that the disclosures  presented are adequate to make
the information not misleading,  it is suggested that these financial statements
be read in conjunction with Silgan's financial  statements and notes included in
its Annual Report on Form 10-K for the year ended December 31, 1995.

Certain reclassifications have been made to prior year's financial statements to
conform with current year presentation.  See also Note 5.

The Company adopted  Statement of Financial  Accounting  Standards  ("SFAS") No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be  Disposed  of" in the first  quarter of 1996.  Under SFAS No.  121,
impairment  losses will be  recognized  when events or changes in  circumstances
indicate that the undiscounted  cash flows generated by the assets are less than
the  carrying  value of such  assets.  Impairment  losses are then  measured  by
comparing  the fair  value of assets to their  carrying  amount.  There  were no
impairment losses recognized during the first nine months of 1996 as a result of
the adoption of SFAS No. 121.

In October 1995, the Financial  Accounting  Standards Board ("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 follow the current
accounting  methods as  prescribed  under APB No. 25. The Company  continues  to
recognize compensation expense in accordance with APB No. 25.


<PAGE>
                                                                    Page 7 of 22

                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             (Information at September 30, 1996 and 1995 and for the
              three months and nine months then ended is unaudited)

2.  Inventories

Inventories consisted of the following (in thousands):

                                           Sept. 30,    Sept. 30,     Dec. 31,
                                             1996         1995          1995
                                             ----         ----          ----    
Raw materials and supplies ..........     $ 37,314      $ 39,675       $ 46,027
Work-in-process .....................       32,792        22,588         24,869
Finished goods ......................      111,229       132,804        135,590
Spare parts and other ...............        7,663         6,345          6,344
                                          --------      --------       --------
                                           188,998       201,412        212,830
Adjustment to value inventory
   at cost on the LIFO Method .......        1,692        (4,828)        (2,359)
                                          --------      --------       --------
                                          $190,690      $196,584       $210,471
                                          ========      ========       ========

3.  Acquisitions

Set  forth  below is the  Company's  summary  unaudited  pro  forma  results  of
operations for the nine months ended September 30, 1995. The unaudited pro forma
results of  operations  of the Company for the nine months ended  September  30,
1995  include  the  historical  results  of the  Company  and the  Food  Metal &
Specialty  business of American  National Can Company ("AN Can") for such period
and give effect to certain pro forma adjustments. The pro forma adjustments made
to the  historical  results of  operations  for  September  30, 1995 reflect the
effect of purchase accounting  adjustments based upon appraisals and valuations,
the financing of the  acquisition of AN Can by the Company,  the  refinancing of
certain of the Company's debt  obligations,  and certain other adjustments as if
these events had occurred as of the beginning of 1995. The pro forma adjustments
are based upon  available  information  and upon  certain  assumptions  that the
Company believes are reasonable. The pro forma results of operations do not give
effect to adjustments for decreased costs from manufacturing synergies resulting
from the  integration  of AN Can with  Containers'  existing  can  manufacturing
operations  and  benefits  the  Company  may  realize as a result of its planned
rationalization of plant operations. Pro forma adjustments have not been made to
interest  expense  for  the  nine  months  ended  September  30,  1995  for  the
refinancings  described in Note 4 or for the subsequent events discussed in Note
7. The  following  unaudited  pro forma  results of operations do not purport to
represent what the Company's  results of operations would actually have been had
the  transactions  in fact  occurred  on  January 1,  1995,  or to  project  the
Company's results of operations for any future period (in thousands):

                                                             Pro forma
                                                        September 30, 1995
                                                        ------------------
          Net sales ................................        $1,113,982
          Income from operations ...................            93,140
          Income before income taxes ...............            42,826
          Net income ...............................            25,267



<PAGE>
                                                                    Page 8 of 22

                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             (Information at September 30, 1996 and 1995 and for the
              three months and nine months then ended is unaudited)


3.  Acquisitions (continued)

In  connection  with the  acquisition  of AN Can, the Company has  finalized its
plant  rationalization  and integration  plans. These plans consist primarily of
the closing or downsizing of certain manufacturing plants and the integration of
the  selling,  general,  and  administrative  functions  of  the  former  AN Can
operations  with the Company.  The Company  estimates that costs related to such
plans  include  approximately  $6.6 million  related to plant exit costs,  $22.6
million  related to employee  severance and relocation  costs,  and $3.5 million
related  to  administrative  workforce  reductions.  The  timing  of  the  plant
rationalizations, among other things, will be dependent on covenants in existing
labor agreements and accordingly  these costs will be incurred during the period
from late 1996 through early 1998.  Through  September  30, 1996,  costs of $3.3
million  related to  administrative  workforce  reductions and  relocation  were
incurred.

During 1996,  the  purchase  price  allocation  for the AN Can  acquisition  was
adjusted for differences  between the actual and preliminary  valuations for the
asset  appraisals  and for  projected  employee  benefit  costs as well as for a
revision in estimated costs of plant rationalizations,  administrative workforce
reductions  and other  various  matters.  The final  purchase  price  allocation
resulted in an adjustment to increase goodwill by $10.7 million.


4.  Long Term Debt

On May 31,  1996,  the Company  amended  its Credit  Agreement  to,  among other
things, provide for the borrowing by the Company of an additional $125.0 million
of B term loans.  On July 3, 1996,  Silgan  borrowed the additional B term loans
and, as permitted  under the Credit  Agreement,  used the proceeds  therefrom to
fund the  redemption by Silgan  Holdings  Inc.  ("Holdings")  of $125.0  million
principal  amount of  Holdings'  13 1/4%  Senior  Discount  Debentures  due 2002
("Holdings Discount Debentures").

As a result of the  additional  borrowing,  the aggregate  annual  maturities of
long-term debt of the Company are as follows (in thousands):

                     1996......................     $ 28,454
                     1997......................       38,433
                     1998......................       53,401
                     1999......................       53,401
                     2000......................      126,130
                     2001 and thereafter.......      401,983
                                                    --------
                                                    $701,802
                                                    ========




<PAGE>
                                                                    Page 9 of 22

                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             (Information at September 30, 1996 and 1995 and for the
              three months and nine months then ended is unaudited)


5.  Dividend to Parent

During 1996,  the Company  dividended to Holdings  $143.6  million with proceeds
from the  additional B term loans and the  borrowing of working  capital  loans,
which were used to fund the redemption by Holdings of $142.4  million  principal
amount of Holdings Discount Debentures and pay accrued interest thereon.

As a  result  of  the  distributions  made  to  Holdings  in  1996,  Silgan  has
reclassified  its  advance  of  $57.6  million  made  to  Holdings  in 1995 as a
dividend.


6.  Issuance of Preferred Stock by Parent

On July  22,  1996,  Holdings  issued  50,000  shares  of 13  1/4%  Exchangeable
Preferred Stock ("Holdings Preferred Stock"), mandatorily redeemable in 2006, at
$1,000  per share  which  represents  the  liquidation  preference  of  Holdings
Preferred  Stock.  Net proceeds of $47.8 million from this issuance were used by
Holdings  to  purchase  its Class B Common  Stock held by Mellon  Bank N.A.,  as
trustee for First  Plaza  Group  Trust,  for $35.8  million and to redeem  $12.0
million principal amount of Holdings Discount Debentures.

The  Holdings  Preferred  Stock  holders  are  entitled  to  receive  cumulative
dividends  at 13 1/4% per annum,  which are payable  quarterly in cash or, on or
prior to July 15, 2000 at the sole option of Holdings,  in additional  shares of
Holdings  Preferred  Stock.  After July 15, 2000,  dividends may be paid only in
cash. The dividend payable on October 15, 1996 was paid in additional  shares of
Holdings Preferred Stock.

The  Holdings  Preferred  Stock  is  exchangeable  into  Holdings'  Subordinated
Debentures due 2006 ("Holdings Exchange Debentures"),  in whole but not in part,
at the option of Holdings,  subject to certain conditions. The Holdings Exchange
Debentures will bear interest at the dividend rate in effect with respect to the
Holdings Preferred Stock.  Interest on the Holdings Exchange  Debentures will be
payable  semi-annually and, on or prior to July 15, 2000,  Holdings may pay such
interest by issuing additional Holdings Exchange Debentures. If by July 22, 1997
the  Holdings  Preferred  Stock has not been  exchanged  for  Holdings  Exchange
Debentures,  the dividend rate on the Holdings  Preferred Stock will increase by
0.5% per annum to 13 3/4% per annum until such exchange occurs.




<PAGE>
                                                                   Page 10 of 22

                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             (Information at September 30, 1996 and 1995 and for the
              three months and nine months then ended is unaudited)


7.  Subsequent Events

1996 Acquisition
----------------

On October 9, 1996,  the  Company  acquired  substantially  all of the assets of
Finger Lakes Packaging  Company,  Inc. ("Finger Lakes"),  a metal food container
manufacturer  and  a  wholly-owned  subsidiary  of  Curtice  Burns  Foods,  Inc.
("Curtice Burns") for approximately  $29.9 million.  As part of the transaction,
the Company  entered into a ten-year  supply  agreement  with  Curtice  Burns to
supply all of the metal food container  requirements  of Curtice Burns' Comstock
Michigan  Fruit and Brooks Foods  divisions.  For its fiscal year ended June 29,
1996,  Finger Lakes had net sales of $48.8  million.  The Company  financed this
acquisition through working capital borrowings under its Credit Agreement.

1996 Public Offering by Holdings
--------------------------------

In September  1996,  Holdings filed a registration  statement on Form S-2 for an
initial public offering ("IPO") of Holdings' common stock. In the event that the
proposed IPO occurs, Holdings expects to use the net proceeds received to redeem
the remaining outstanding amount of Holdings Discount Debentures  (approximately
$59.0  million).  Upon the  closing of the IPO,  the  Company  will  recognize a
non-cash  charge of  approximately  $16.1  million for the excess of fair market
value over the grant price of the variable  stock options  under the  Containers
and Plastics option plans which convert to Holdings options.





<PAGE>
                                                                   Page 11 of 22

Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS - THREE MONTHS

Summary unaudited  historical  results for the Company's two business  segments,
metal and plastic containers,  for the three months ended September 30, 1996 and
1995 and summary pro forma results for the  Company's two business  segments for
the  three  months  ended  September  30,  1995  (after  giving  effect  to  the
acquisition of AN Can as of the beginning of 1995) are provided below.

The pro forma data includes the historical results of the Company and AN Can and
reflects the effect of purchase  accounting  adjustments based on 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 period presented. The unaudited
pro  forma  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 at the beginning of the period  indicated,  or to
project the Company's financial position or results of operations for any future
date or period.  The pro forma  financial data do not give effect to adjustments
for decreased costs from manufacturing  synergies resulting from the integration
of AN Can with the Company's existing can manufacturing  operations and benefits
the  Company may  realize as a result of its  planned  rationalization  of plant
operations.  The pro forma  information  presented should be read in conjunction
with the  historical  results of operations of the Company for the periods ended
September 30, 1996 and 1995.

                                                Three Months Ended September 30,
                                                --------------------------------
                                                       Historical      Pro Forma
                                                     1996      1995       1995
                                                     ----      ----       ----
                                                          (In millions)
Net sales:
     Metal containers and other .............      $417.6     $353.8     $411.3
     Plastic containers .....................        56.0       52.7       52.7
                                                   ------     ------     ------
         Consolidated .......................      $473.6     $406.5     $464.0
                                                   ======     ======     ======

Operating profit:
     Metal containers and other .............      $ 39.7     $ 26.7     $ 29.2
     Plastic containers .....................         4.2        2.0        2.0
     Corporate expense ......................        (0.1)      (0.2)      (0.2)
                                                   ------     ------     ------
         Consolidated .......................      $ 43.8     $ 28.5     $ 31.0
                                                   ======     ======     ======




<PAGE>
                                                                   Page 12 of 22

Historical  Three Months Ended September 30, 1996 Compared with Historical Three
Months ended September 30, 1995

Net Sales.  Consolidated net sales increased $67.1 million,  or 16.5%, to $473.6
million for the three months ended  September 30, 1996, as compared to net sales
of $406.5  million for the same three  months in the prior  year.  For the three
months  ended  September  30, 1996 as  compared to the same period in 1995,  the
Company had higher net sales of metal containers to existing  customers,  higher
net sales of plastic  containers and realized the benefit of an additional month
of sales in 1996  from the  former AN Can  operations.  AN Can was  acquired  on
August 1, 1995,  and  therefore the  Company's  historical  1995 results did not
include its financial results before that date.

Net sales for the metal container business (including net sales of its specialty
business of $23.9  million)  were  $417.6  million  for the three  months  ended
September  30,  1996,  an  increase  of $63.8  million  from net sales of $353.8
million for the same period in 1995.  Net sales of metal cans of $393.7  million
for the three months ended  September 30, 1996 were $54.8  million  greater than
net sales of metal  cans of $338.9  million  for the same  period in 1995.  This
increase  resulted  from net sales of metal cans  generated by the former AN Can
operations during July 1996 of $52.1 million, an increase in unit sales of metal
containers in the third quarter of 1996 due to a better  vegetable  pack harvest
in 1996 as compared to 1995, and the planned shift of production and shipment of
some fruit and vegetable pack metal  containers  from the first half of the year
to the third and fourth  quarters to more closely  coincide  production with the
fruit and vegetable  pack harvest,  offset to a limited  extent by volume losses
with certain customers.

Sales of specialty items included in the metal container  segment increased $9.0
million to $23.9  million  during the three months ended  September  30, 1996 as
compared  to the same  period  in 1995,  due to both  increased  unit  sales and
additional sales generated during July 1996 by the former AN Can operations.  As
mentioned above, the historical  results of the Company did not include AN Can's
financial results until August 1995.

Net sales for the plastic  container  business of $56.0 million during the three
months ended  September 30, 1996  increased $3.3 million from net sales of $52.7
million for the same period in 1995.  This  increase in net sales  resulted from
higher unit sales, offset, in part, by the pass through of lower resin costs.

Cost of Goods Sold. Cost of goods sold as a percentage of consolidated net sales
was 87.5%  ($414.6  million) for the three months  ended  September  30, 1996, a
decrease of 2.2 percentage  points as compared to 89.7% ($364.8 million) for the
same period in 1995.  The decrease in cost of goods sold as a percentage  of net
sales was primarily attributable to lower per unit manufacturing costs resulting
from  significantly  higher can  production  volumes,  the benefit of  synergies
realized  through the  acquisition  of AN Can, lower indirect costs due to plant
consolidations,  and improved manufacturing performance by the plastic container
business.  Higher can production  volumes during this quarter  resulted from the
scheduled  production  of  cans  later  in the  year to  more  closely  coincide
production with the fruit and vegetable pack harvest.



<PAGE>
                                                                   Page 13 of 22

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses as a percentage of  consolidated  net sales remained at
3.2% ($15.1 million and $13.1 million) for the three months ended  September 30,
1996  and  1995.  Selling,  general  and  administrative  expenses  included  an
additional  month of  expenses  by the  former  AN Can  operations  in the third
quarter of 1996 as compared to the third quarter of 1995.

Income from  Operations.  Income from operations as a percentage of consolidated
net sales was 9.3% ($43.8  million)  for the three months  ended  September  30,
1996,  as compared  with 7.0% ($28.5  million)  for the same period in the prior
year. The increase in income from operations as a percentage of consolidated net
sales was primarily  attributable  to the  aforementioned  improvement  in gross
margins.

Income from  operations  as a  percentage  of net sales for the metal  container
business  improved to 9.5% ($39.7  million) for the three months ended September
30, 1996,  from 7.5% ($26.7 million) for the same period in the prior year. This
increase in income from  operations  as a percentage  of net sales for the metal
container  business resulted from both lower per unit costs realized as a result
of higher  production  volumes from the planned shift of production of fruit and
vegetable pack cans closer to the harvest and increased customer demand due to a
better  vegetable  pack  harvest  in 1996 as  compared  to 1995,  as well as the
benefit of manufacturing synergies realized from the acquisition of AN Can.

Income from  operations as a percentage  of net sales for the plastic  container
business  improved to 7.5% ($4.2  million) for the three months ended  September
30, 1996,  as compared to 3.8% ($2.0  million) for the same period in 1995.  The
improved   operating   performance  of  the  plastic   container   business  was
attributable  to  increased  production  volume due to higher  unit sales  which
resulted in improved productivity.

Interest  Expense.  Interest expense increased $4.1 million to $20.1 million for
the three months ended  September 30, 1996  principally as a result of increased
borrowings  to  fund  the  redemption  of a  portion  of the  Holdings  Discount
Debentures,   offset,   in  part,  by  lower  average  bank   borrowing   rates.
Additionally,  since AN Can was not  acquired  until  August 1,  1995,  interest
expense  for the three  months  ended  September  30,  1995 did not  include any
interest expense relating to the AN Can operations for the month of July.



<PAGE>
                                                                   Page 14 of 22

Income  Taxes.  The  provisions  for  income  taxes for the three  months  ended
September  30, 1996 and 1995 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".

Net  Income.  As a result  of the items  discussed  above,  net  income of $15.4
million increased $7.9 million for the three months ended September 30, 1996, as
compared to net income of $7.5 million before the  extraordinary  charge of $3.0
million for the three months ended September 30, 1996.

In the third quarter of 1995, the Company  incurred an  extraordinary  charge of
$3.0 million,  net of taxes, for the write-off of unamortized debt costs related
to the  refinancing  of its  secured  debt  facilities  in  connection  with the
acquisition of AN Can.

Historical  Three Months Ended  September 30, 1996 Compared with Pro Forma Three
Months Ended September 30, 1995

Net Sales.  Consolidated net sales for the three months ended September 30, 1996
increased $9.6 million as compared to pro forma  consolidated  net sales for the
same period in the prior year.  This increase in net sales resulted from greater
unit sales by both the metal and plastic container segments. The increase in net
sales  by  the  metal  container   business  of  $6.3  million  was  principally
attributable  to the  planned  shift of  production  and  shipment  of fruit and
vegetable  pack cans to the second half of 1996 instead of during the first half
of 1995, and increased unit sales due to a better vegetable pack harvest in 1996
as compared to 1995,  offset to a limited  extent by volume  losses with certain
customers.  As  mentioned  above,  the  increase  in net  sales  of the  plastic
containers business resulted from higher unit sales.

Income from  Operations.  Income from operations as a percentage of consolidated
net  sales  for the  three  months  ended  September  30,  1996 was 9.3%  ($43.8
million), as compared to pro forma income from operations as a percentage of pro
forma  consolidated net sales of 6.7% ($31.0 million) for the three months ended
September 30, 1995. The increase in income from  operations for the three months
ended September 30, 1996 as compared to pro forma income from operations for the
same period in the prior year was  attributable to lower per unit costs realized
on scheduled higher can production volumes, the realization of can manufacturing
synergies  resulting  from the  acquisition  of AN Can, and  improved  operating
performance  of  the  plastic  container  business,  offset,  in  part,  by  the
incurrence  of  redundant  administrative  costs  associated  with  the  AN  Can
operations.



<PAGE>
                                                                   Page 15 of 22

RESULTS OF OPERATIONS - NINE MONTHS

Summary unaudited  historical  results for the Company's two business  segments,
metal and plastic  containers,  for the nine months ended September 30, 1996 and
1995 and summary pro forma results for the  Company's two business  segments for
the nine months ended September 30, 1995 (after giving effect to the acquisition
of AN Can as of the beginning of 1995) are provided below.

The pro forma data includes the historical results of the Company and AN Can and
reflects the effect of purchase accounting adjustments based on final 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 period presented. The unaudited
pro  forma  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 at the beginning of the period  indicated,  or to
project the Company's financial position or results of operations for any future
date or period.  The pro forma  financial data do not give effect to adjustments
for decreased costs from manufacturing  synergies resulting from the integration
of AN Can with the Company's existing can manufacturing  operations and benefits
the  Company may  realize as a result of its  planned  rationalization  of plant
operations.  The pro forma  information  presented should be read in conjunction
with the  historical  results of operations of the Company for the periods ended
September 30, 1996 and 1995.

                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                      Historical       Pro Forma
                                                    1996      1995         1995
                                                    ----      ----         ----
                                                         (In millions)
Net sales:
     Metal containers and other ............     $  917.8    $642.9    $  945.4
     Plastic containers ....................        162.7     168.6       168.6
                                                 --------    ------    --------
         Consolidated ......................     $1,080.5    $811.5    $1,114.0
                                                 ========    ======    ========

Operating profit:
     Metal containers and other ............     $   90.0    $ 60.6    $   83.6
     Plastic containers ....................         13.1       9.8         9.8
     Corporate expense .....................         (0.4)     (0.3)       (0.3)
                                                 --------    ------    --------
         Consolidated ......................     $  102.7    $ 70.1    $   93.1
                                                 ========    ======    ========


Historical  Nine Months Ended  September 30, 1996 Compared with  Historical Nine
Months Ended September 30, 1995

Net  Sales.  Consolidated  net sales  increased  $269.0  million,  or 33.1%,  to
$1,080.5  million for the nine months ended  September  30, 1996, as compared to
net sales of $811.5  million for the same nine  months in the prior  year.  This
increase  resulted  predominantly  from net sales generated by the former AN Can
operations.






<PAGE>
                                                                   Page 16 of 22

Net sales for the metal container business (including net sales of its specialty
business  of $66.2  million)  were  $917.8  million  for the nine  months  ended
September  30,  1996,  an  increase of $274.9  million  from net sales of $642.9
million for the same period in 1995.  Net sales of metal cans of $851.6  million
for the nine months ended  September 30, 1996 were $227.7  million  greater than
net sales of metal  cans of $623.9  million  for the same  period in 1995.  This
increase resulted from net sales of approximately  $236.0 million generated from
the former AN Can operations during the first seven months of 1996 and increased
unit sales due to a better  vegetable  pack harvest in 1996 as compared to 1995,
offset to a limited extent by volume losses with certain customers.

Sales of specialty items included in the metal container segment increased $47.2
million to $66.2  million  during the nine months  ended  September  30, 1996 as
compared to the same  period in 1995,  due  predominantly  to  additional  sales
generated by the former AN Can operations.

Net sales for the plastic  container  business of $162.7 million during the nine
months ended  September 30, 1996 decreased $5.9 million from net sales of $168.6
million  for the same period in 1995.  Despite an  increase  in unit sales,  net
sales of plastic  containers  declined as a result of the pass  through of lower
resin costs.

Cost of Goods Sold. Cost of goods sold as a percentage of consolidated net sales
was 86.6%  ($935.8  million)  for the nine months  ended  September  30, 1996, a
decrease of 1.0 percentage  points as compared to 87.6% ($711.0 million) for the
same period in 1995.  The decrease in cost of goods sold as a percentage  of net
sales  was  principally  attributable  to  synergies  realized  from  the AN Can
acquisition,  improved operating efficiencies due to can plant consolidations as
well  as  the  improved  manufacturing  performance  by  the  plastic  container
business,  offset,  in  part,  by the  higher  cost  base of the  former  AN Can
operations  and the  realization  of higher per unit costs due to the  Company's
one-time  planned   reduction  in  finished  goods  inventory.   The  additional
production  capacity  provided  by AN Can has enabled the Company to produce its
product  closer to the time of sale and,  as a result,  during  1996 the Company
reduced the amount of finished goods that it carries.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses as a percentage of consolidated net sales increased 0.1
percentage  points to 3.9% ($42.0  million) for the nine months ended  September
30,  1996,  as  compared  to 3.8%  ($30.5  million)  for the nine  months  ended
September  30,  1995.  This  increase  in selling,  general  and  administrative
expenses as a percentage  of net sales  principally  reflects  redundant  costs,
estimated to be $4.0  million,  associated  with the  integration  of the AN Can
operations.  Beginning in 1997,  redundant  costs are expected to decline as the
Company completes its integration of the administrative functions of AN Can with
the Company.




<PAGE>
                                                                   Page 17 of 22

Income from  Operations.  Income from operations as a percentage of consolidated
net sales increased 0.9 percentage  points to 9.5% ($102.7 million) for the nine
months ended  September 30, 1996, as compared with 8.6% ($70.1  million) for the
same period in the prior year.  This  increase  in income from  operations  as a
percentage  of  consolidated  net  sales  was  primarily   attributable  to  the
aforementioned improvement in gross margin.

Income from  operations  as a  percentage  of net sales for the metal  container
business  improved to 9.8% ($90.0  million) for the nine months ended  September
30, 1996,  from 9.4% ($60.6 million) for the same period in the prior year. This
increase in income from  operations  as a percentage  of net sales for the metal
container business was principally  attributable to synergies resulting from the
acquisition  of  AN  Can,   improved   operating   efficiencies   due  to  plant
consolidations  and the benefit of cost  reductions  provided  by the  Company's
capital investment  program,  offset, in part, by the higher cost base of the AN
Can  operations  and the  negative  impact  of the  Company's  one-time  planned
reduction in the amount of finished goods inventory.

Income from  operations as a percentage  of net sales for the plastic  container
business  improved to 8.1% ($13.1  million) for the nine months ended  September
30, 1996,  from 5.8% ($9.8 million) for the same period in 1995. The improvement
in the operating  performance of the plastic container  business was principally
attributable to increased  production  volumes as well as the benefits  realized
through  capital  investment  and improved  production  planning and  scheduling
efficiencies.

Interest Expense.  Interest expense increased $17.4 million to $52.5 million for
the nine months ended  September 30, 1996,  principally as a result of increased
borrowings to finance the  acquisition  of AN Can in August 1995 and to fund the
redemption of a portion of the Holdings Discount Debentures, offset, in part, by
the lower average bank borrowing rates.

Income  Taxes.  The  provisions  for  income  taxes  for the nine  months  ended
September  30, 1996 and 1995 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".

Net  Income.  As a result  of the items  discussed  above,  net  income of $30.7
million increased $10.1 million for the nine months ended September 30, 1996, as
compared to net income of $20.6 million (before the extraordinary charge of $3.0
million) for the nine months ended September 30, 1995.

In the third quarter of 1995, the Company  incurred an  extraordinary  charge of
$3.0 million,  net of taxes, for the write-off of unamortized debt costs related
to  the  refinancing  of  its  secured  debt  facilities  to  fund  the  AN  Can
acquisition.




<PAGE>
                                                                   Page 18 of 22

Historical  Nine Months Ended  September  30, 1996  Compared with Pro Forma Nine
Months Ended September 30, 1995

Net Sales.  Consolidated  net sales for the nine months ended September 30, 1996
declined $33.5 million as compared to pro forma  consolidated  net sales for the
same period in the prior year. This decline in net sales resulted primarily from
a decline in sales by the metal container  business of $27.6 million,  which was
principally  attributable  to the loss of an AN Can customer  whose product line
was  acquired  by a company  that  manufactured  its own cans  and,  to a lesser
extent,  volume  losses  with  certain  other  customers,  offset,  in part,  by
increased unit sales due to a better  vegetable pack harvest in 1996 as compared
to 1995.  Although the plastic  container  business had increased unit volume in
1996,  net sales  declined  $5.9  million due to the pass through of lower resin
costs.

Income from  Operations.  Income from operations as a percentage of consolidated
net  sales  for the nine  months  ended  September  30,  1996  was 9.5%  ($102.7
million), as compared to pro forma income from operations as a percentage of pro
forma  consolidated  net sales of 8.4% ($93.1 million) for the nine months ended
September 30, 1995.  The increase in income from  operations for the nine months
ended September 30, 1996 as compared to pro forma income from operations for the
same  period in the prior year was  attributable  to more  efficient  production
planning,  the  realization of can  manufacturing  synergies  resulting from the
acquisition  of AN Can,  the benefits  realized  from plant  consolidations  and
capital  investments,  and the  improved  operating  performance  of the plastic
container  business,  offset, in part, by redundant costs associated with the AN
Can  operations  and the  negative  impact  of the  Company's  one-time  planned
reduction of the amount of finished goods inventory.


CAPITAL RESOURCES AND LIQUIDITY

The Company'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 the  Company's  seasonal  working  capital  needs.
Historically, the Company has met these liquidity requirements through cash flow
generated from operating activities and working capital borrowings.

During 1996, Silgan borrowed $125.0 million of additional B term loans and $18.6
million  of  working  capital  loans  under  its  Credit  Agreement  which  were
dividended  to Holdings to allow  Holdings to redeem  $142.4  million  principal
amount of Holdings Discount Debentures and pay accrued interest thereon.




<PAGE>
                                                                   Page 19 of 22

For the first nine months of 1996, net borrowings of working capital loans under
the Company's Credit  Agreement of $118.9 million,  borrowings of $125.0 million
of additional B term loans under the Company's  Credit Agreement and proceeds of
$1.5 million  from the sale of assets were used to fund cash used by  operations
of $46.6 million for the  Company's  seasonal  working  capital  needs,  capital
expenditures  of $38.6  million,  the purchase by the Company of ANC's St. Louis
facility for $13.1  million,  the dividend to Holdings of $143.6 million for the
redemption  of Holdings  Discount  Debentures,  the repayment of $0.9 million of
term loans under the Company's Credit Agreement,  the payment of $1.6 million of
financing  costs  associated with the borrowing of additional B term loans under
the  Company's  Credit  Agreement,  and an  increase  in cash  balances  of $1.0
million.

The Company's  EBITDA for the nine months ended September 30, 1996 in comparison
to the same period in 1995  increased by $48.5  million to $148.5  million.  The
increase in EBITDA  resulted  primarily from the  generation of additional  cash
flow from the former AN Can operations  and, to a lesser extent,  from increased
cash  earnings by both the metal  container  business and the plastic  container
business.

For the nine months ended  September  30, 1996,  net cash  provided by operating
activities declined from the same period in the prior year primarily as a result
of the increased working capital needed,  mainly for trade receivables and trade
payables,  to support the former AN Can operations  which are more seasonal than
the  Company's  existing  business.  Due to the  seasonal  nature of some of the
Company's  business,  a  significant  portion  of the  Company's  cash  flow  is
generated  in the fourth  quarter.  The Company  expects  that the change in its
fourth quarter net working capital position will be similar to last year.

Because the Company  sells metal  containers  used in fruit and  vegetable  pack
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  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 the Company's  seasonal metal
containers  business.  The Company's average  outstanding trade receivables have
increased in 1996 as compared to 1995 due to the acquisition of AN Can which had
more  seasonal  sales than the Company.  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.
Approximately $182.5 million of the working capital revolver under the Company's
Credit  Agreement,  including  letters of credit,  was  utilized  at its peak in
September 1996.

As of September 30, 1996, the  outstanding  principal  amount of working capital
loans was $126.0 million and,  subject to a borrowing base limitation and taking
into  account  outstanding  letters  of credit,  the  unused  portion of working
capital  commitments under the Company's Credit Agreement at such date was $91.6
million.

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




<PAGE>
                                                                   Page 20 of 22

The  Company  is in  compliance  with  all  financial  and  operating  covenants
contained in the  instruments  and  agreements  governing its  indebtedness  and
believes  that it will  continue to be in  compliance  during 1996 with all such
covenants.

Holdings intends to refinance the remaining  Holdings  Discount  Debentures with
net proceeds from an initial public offering of shares of its common stock.  Any
remaining  net proceeds  from the offering  would be used to prepay a portion of
the term loans under the Company's Credit  Agreement.  The offering is dependent
upon market conditions existing at that time.




<PAGE>
                                                                   Page 21 of 22

Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit Number             Description
      27               Financial Data Schedule.

(b)  Reports on Form 8-K

None.




<PAGE>
                                                                   Page 22 of 22




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




                                                SILGAN CORPORATION


Dated:  November 4, 1996                        /s/Harley Rankin, Jr.
------------------------                        ---------------------
                                                Harley Rankin, Jr.
                                                Executive Vice President, Chief
                                                Financial Officer and Treasurer
                                                (Principal Financial Officer)




Dated:  November 4, 1996                        /s/Harold J. Rodriguez, Jr.
------------------------                        ---------------------------
                                                Harold J. Rodriguez, Jr.
                                                Vice President and Controller
                                                (Chief Accounting Officer)