Page 1 of 21
                                                                


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A-1

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly period ended June 30, 1996 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities Exchange
Act of 1934 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 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 August 13, 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
 



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                                                                    Page 2 of 21


The purpose of this filing is to amend the Quarterly Report for the period ended
June  30,  1996  (the  "Report")  of  Silgan  Corporation  (the  "Company"),  to
reclassify (i) 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,  and (ii) a  distribution  made by the Company to
Holdings  in  the  second   quarter  of  1996  of  $17.4   million,   originally
characterized  as an  advance,  to a  dividend  to Parent at June 30,  1996.  To
reflect  this  reclassification,  adjustments  have been  made to the  financial
statements included in Item 1 of the Report to amend the condensed  consolidated
balance  sheet  data at  December  31,  1995 and June 30,  1996,  the  condensed
consolidated statements of cash flows for the six months ended June 30, 1996 and
1995,  and  Note  4  to  the  condensed   consolidated   financial   statements.
Furthermore,  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations - Capital  Resources and Liquidity"  included in Item 2 of
the Report has been amended to characterize  the distribution to the Parent as a
dividend. Other than the adjustments and amendments described above, this filing
is identical in all respects to the original Report.




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                                                                    Page 3 of 21

Part I. Financial Information
Item 1. Financial Statements

                               SILGAN CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                June 30,   June 30,    Dec. 31,
                                                 1996        1995        1995
                                                 ----        ----        ----
                                              (unaudited) (unaudited) (audited)
                                              (Restated)              (Restated)
ASSETS
Current assets:
  Cash and cash equivalents ...............     $  1,840   $    836   $  2,092
  Accounts receivable, net ................      125,724     74,926    109,929
  Inventories .............................      286,448    164,138    210,471
  Prepaid expenses and other
      current assets ......................        5,668      6,123      5,731
                                                --------   --------   --------
      Total current assets ................      419,680    246,023    328,223

Property, plant and equipment, net ........      482,723    255,453    487,301
Goodwill, net .............................       53,171     29,389     43,562
Other assets ..............................       35,759     18,070     29,637
                                                --------   --------   --------
                                                $991,333   $548,935   $888,723
                                                ========   ========   ========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Trade accounts payable ..................     $ 90,361   $ 44,826   $138,195
  Accrued payroll and related costs .......       41,378     25,307     32,805
  Accrued interest payable ................        5,397      1,735      4,358
  Other accrued expenses ..................       32,409     17,394     43,062
  Bank working capital loans ..............      148,550     39,750      7,100
  Current portion of long-term debt .......       27,192     19,514     28,140
                                                --------   --------   --------
      Total current liabilities ...........      345,287    148,526    253,660

Long-term debt ............................      549,610    282,568    549,610
Deferred income taxes .....................         --       13,017      3,017
Other long-term liabilities ...............       77,012     25,239     69,576

Common stockholder's equity:
  Additional paid-in capital ..............       82,285     72,635     73,635
  Retained earnings (deficit) .............      (62,861)     6,950    (60,775)
                                                --------   --------   --------
      Total common stockholder's equity ...       19,424     79,585     12,860
                                                --------   --------   --------
                                                $991,333   $548,935   $888,723
                                                ========   ========   ========

                             See accompanying notes 



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                                                                    Page 4 of 21

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


                                                            Three Months Ended
                                                            ------------------
                                                            June 30,    June 30,
                                                              1996        1995
                                                              ----        ----

Net sales ..............................................    $327,062    $201,726

Cost of goods sold .....................................     277,911     171,879
                                                            --------    --------

     Gross profit ......................................      49,151      29,847

Selling, general and administrative expenses ...........      14,194       7,917
                                                            --------    --------

     Income from operations ............................      34,957      21,930

Interest expense and other related financing costs .....      16,569       9,675
                                                            --------    --------

     Income before income taxes ........................      18,388      12,255

Income tax provision ...................................       7,850       4,900
                                                            --------    --------

     Net income ........................................    $ 10,538    $  7,355
                                                            ========    ========













                             See accompanying notes.





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                                                                    Page 5 of 21

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


                                                              Six Months Ended
                                                              ----------------
                                                            June 30,    June 30,
                                                              1996        1995
                                                              ----        ----

Net sales ..............................................    $606,922    $404,990

Cost of goods sold .....................................     521,224     346,144
                                                            --------    --------

     Gross profit ......................................      85,698      58,846

Selling, general and administrative expenses ...........      26,841      17,315
                                                            --------    --------

     Income from operations ............................      58,857      41,531

Interest expense and other related financing costs .....      32,393      19,091
                                                            --------    --------

     Income before income taxes ........................      26,464      22,440

Income tax provision ...................................      11,150       9,300
                                                            --------    --------

     Net income ........................................    $ 15,314    $ 13,140
                                                            ========    ========













                             See accompanying notes.





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                                                                    Page 6 of 21

                               SILGAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
                                                            Six Months Ended
                                                            ----------------
                                                         June 30,     June 30,
                                                           1996         1995
                                                           ----         ----
                                                        (Restated)
Cash flows from operating activities:
  Net income .........................................   $ 15,314    $ 13,140
  Adjustments to reconcile net income to net cash
    used by operating activities:
      Depreciation ...................................     27,153      15,993
      Amortization ...................................      4,059       3,226
      Contribution by Parent for federal income tax
        provision ....................................      8,650       3,100
      Changes in assets and liabilities:
        (Increase) in accounts receivable ............    (13,155)     (9,814)
        (Increase) in inventories ....................    (74,520)    (41,709)
        (Decrease) increase in trade accounts
           payable ...................................    (47,834)      7,981
        Other, net ...................................     (2,390)     (2,041)
                                                         --------    --------
            Total adjustments ........................    (98,037)    (23,264)
                                                         --------    --------
      Net cash used by operating activities ..........    (82,723)    (10,124)
                                                         --------    --------

Cash flows from investing activities:
  Acquisition of St. Louis facility from American
      National Can Company ...........................    (13,121)       --
  Capital expenditures ...............................    (29,031)    (19,671)
  Proceeds from sale of assets .......................      1,521       3,270
                                                         --------    --------
      Net cash used in investing activities ..........    (40,631)    (16,401)
                                                         --------    --------

Cash flows from financing activities:
  Borrowings under working capital loans .............    489,100     181,410
  Repayments under working capital loans .............   (347,650)   (154,260)
  Repayment of long-term debt ........................       (948)     (2,454)
  Dividend to Parent .................................    (17,400)       --
                                                         --------    --------
      Net cash provided by financing activities ......    123,102      24,696
                                                         --------    --------

Net (decrease) in cash and cash equivalents ..........       (252)     (1,829)
Cash and cash equivalents at beginning of year .......      2,092       2,665
                                                         --------    --------
Cash and cash equivalents at end of period ...........   $  1,840    $    836
                                                         ========    ========

Supplementary data:
  Interest paid ......................................   $ 29,456    $ 16,943
  Income taxes paid ..................................        363       8,055

                             See accompanying notes.



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                                                                    Page 7 of 21

                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 1996 and 1995 and for the
              three months and six 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 June 30, 1996 and 1995 and  December  31,  1995,  the results of
operations for the three months and six months ended June 30, 1996 and 1995, and
the statements of cash flows for the six months ended June 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 the  financial  statements  and notes  included in
Silgan's Annual Report on Form 10-K for the year ended December 31, 1995.

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 or second  quarter 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.




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                                                                    Page 8 of 21

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


2.  Inventories

Inventories consisted of the following (in thousands):

                                            June 30,   June 30,     Dec 31,
                                              1996       1995        1995
                                              ----       ----        ----

    Raw materials and supplies ..........   $ 36,776   $ 30,430    $ 46,027
    Work-in-process .....................     35,107     19,413      24,869
    Finished goods ......................    205,233    119,629     135,590
    Spare parts and other ...............      7,730       --         6,344
                                            --------   --------    --------
                                            284,846    169,472     212,830
    Adjustment to value inventory at cost
      on the LIFO Method ................      1,602     (5,334)     (2,359)
                                            --------   --------    --------
                                            $286,448   $164,138    $210,471
                                            ========   ========    ========

3.  Acquisitions

Set  forth  below is the  Company's  summary  unaudited  pro  forma  results  of
operations  for the six months  ended June 30,  1995.  The  unaudited  pro forma
results of  operations  of the  Company  for the six months  ended June 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 June 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 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
                                               June 30, 1995
                                               -------------

                     Net sales ................   $650,042
                     Income from operations ...     66,027
                     Income before income taxes     32,444
                     Net income ...............     19,142




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                                                                    Page 9 of 21

                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 1996 and 1995 and for the
              three months and six 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  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
will be  primarily  dependent  on covenants  in existing  labor  agreements  and
accordingly  these  costs will be  incurred  during  the  period  from late 1996
through early 1998.  Costs related to  administrative  workforce  reductions and
relocation  were  incurred  principally  during the second  half of 1995 and the
first half of 1996.  Through  June 30, 1996,  the Company has incurred  costs of
$2.5 million for administrative workforce reductions.

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


4.  Dividend to Parent

During the year ended  December  31,  1995,  the  Company  dividended  to Silgan
Holdings Inc., the parent of the Company  ("Holdings" or "Parent") $57.6 million
to fund  Holdings'  purchase of $61.7  million face amount of its 13 1/4% Senior
Discount Debentures due 2002 ("Holdings Discount Debentures"). In June 1996, the
Company  made an  additional  dividend of $17.4  million to Holdings to fund the
redemption  by  Holdings  of $17.4  million  principal  amount  of the  Holdings
Discount Debentures.


5.  Subsequent Events

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  Holdings  of $125.0  million  principal  amount of Holdings
Discount Debentures.



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                                                                   Page 10 of 21

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


5.  Subsequent Events (continued)

On July 22, 1996,  Holdings  issued  50,000  shares of its 13 1/4%  Exchangeable
Preferred Stock,  mandatorily  redeemable in 2006 ("Preferred  Stock"),  for net
proceeds of $47.8 million.  On that date,  Holdings purchased its Class B Common
Stock held by Mellon  Bank,  as trustee for First Plaza Group  Trust,  for $35.8
million.  The balance of the net proceeds  will be used to redeem $12.0  million
principal amount of Holdings Discount Debentures on August 26, 1996.



<PAGE>
                                                                   Page 11 of 21

Item 2.

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


Results of Operations - Three Months

Summary historical  results for the Company's two business  segments,  metal and
plastic  containers,  for the  three  months  ended  June 30,  1996 and 1995 and
summary pro forma  results for the Company and AN Can for the three months ended
June 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 pro forma
adjustments are based upon available  information  and upon certain  assumptions
that the Company  believes are  reasonable.  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 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  information  presented  should  be  read  in  conjunction  with  the
historical  results of  operations of the Company for the periods ended June 30,
1996 and 1995.

                                            Three Months Ended June 30,
                                               Historical    Pro Forma
                                             1996     1995      1995
                                             ----     ----      ----
                                              (Dollars in millions)
           Net sales:
                Metal containers & other   $273.9    $144.5    $280.9          
                Plastic containers .....     53.2      57.2      57.2
                                           ------    ------    ------
                    Consolidated .......   $327.1    $201.7    $338.1
                                           ======    ======    ======

           Operating profit:
                Metal containers & other   $ 30.4    $ 18.0    $ 33.9
                Plastic containers .....      4.8       3.5       3.5
                Corporate ..............     (0.2)      0.4       0.4
                                           ------     -----    ------
                    Consolidated .......   $ 35.0    $ 21.9    $ 37.8
                                           ======     =====    ======


Historical  Three  Months Ended June 30, 1996  Compared  with  Historical  Three
Months Ended June 30, 1995

Consolidated net sales increased $125.4 million, or 62.2%, to $327.1 million for
the three months ended June 30, 1996, as compared to net sales of $201.7 million
for the same three months in the prior year.  This increase  resulted  primarily
from net sales generated by the former AN Can operations.



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                                                                   Page 12 of 21

Net sales for the metal container business (including net sales of its specialty
business of $19.7  million) were $273.9  million for the three months ended June
30, 1996, an increase of $129.4 million from net sales of $144.5 million for the
same  period in 1995.  Net sales of metal cans of $254.2  million  for the three
months ended June 30, 1996 were $111.8  million  greater than net sales of metal
cans of $142.4 million for the same period in 1995. Approximately $105.0 million
of this increase  related to sales of metal cans by the former AN Can operations
and the balance  related to an increase in sales  during the quarter by Silgan's
existing can facilities.

Sales of specialty items included in the metal container segment increased $17.6
million to $19.7 million during the three months ended June 30, 1996 as compared
to the same period in 1995,  due to  additional  sales  generated in 1996 by the
operations acquired from AN Can.

Net sales for the plastic  container  business of $53.2 million during the three
months  ended  June 30,  1996  decreased  $4.0  million  from net sales of $57.2
million  for the  same  period  in  1995.  The  decline  in net  sales  resulted
principally from the pass through of lower resin costs.

Cost of goods  sold as a  percentage  of  consolidated  net sales  improved  0.2
percentage  points to 85.0% ($277.9 million) for the three months ended June 30,
1996,  as compared to 85.2%  ($171.9  million) for the same period in 1995.  The
decrease  in cost of goods  sold as a  percentage  of net  sales  was  primarily
attributable to improved operating  efficiencies due to can plant consolidations
which occurred late in 1995, synergies realized from the AN Can acquisition, and
improved manufacturing performance of the plastics business, offset, in part, by
increased  per unit can  manufacturing  costs  resulting  from lower  production
volumes at  Silgan's  existing  facilities.  Improved  inventory  management  in
conjunction with the additional  production capacity provided by the acquisition
of AN Can has enabled  the Company to produce its product  closer to the time of
sale and, as a result, reduce the amount of finished goods inventory it carries.

Selling, general and administrative expenses as a percentage of consolidated net
sales  increased  0.4  percentage  points to 4.3% ($14.2  million) for the three
months  ended June 30,  1996,  as compared to 3.9% ($7.9  million) for the three
months ended June 30, 1995. Selling, general and administrative expenses for the
three months ended June 30, 1995 included the reversal of a corporate  charge of
$0.5 million for legal costs associated with the AN Can acquisition.  Such costs
were  capitalized  at the time the purchase  contract for AN Can was executed in
the second quarter of 1995.  Excluding the benefit of this adjustment,  selling,
general, and administrative expense as a percentage of sales remained relatively
constant with the prior year. During the quarter, the Company continued to incur
redundant administrative costs associated with the integration of AN Can. As the
Company completes its integration of the administrative functions of AN Can with
the Company in 1996, it expects that these redundant costs will decline and that
its selling,  general and  administration  costs as a  percentage  of sales will
decrease.




<PAGE>
                                                                   Page 13 of 21

Income from  operations  as a  percentage  of  consolidated  net sales was 10.7%
($35.0 million) for the three months ended June 30, 1996, as compared with 10.9%
($21.9  million)  for the same  period  in 1995.  Excluding  the  effect  of the
reversal of the corporate charge in 1995, income from operations as a percentage
of  consolidated  net sales for the three  months  ended June 30, 1996  remained
relatively constant with the same period in the prior year.

Income from  operations  as a  percentage  of net sales for the metal  container
business was 11.1% ($30.4  million) for the three months ended June 30, 1996, as
compared to 12.5%  ($18.0  million)  for the same period in the prior year.  The
decrease in income from  operations  as a percentage  of net sales for the metal
container business was principally  attributable to a decline in gross margin as
a result of higher per unit  manufacturing  costs  incurred on lower  production
volume at the Company's  existing  manufacturing  facilities  due to the planned
reduction in finished goods inventory, lower margins realized on sales made from
former AN Can  facilities  due to their higher cost base,  and costs  associated
with the integration of the administrative functions of AN Can with the Company.

Income from  operations as a percentage  of net sales for the plastic  container
business was 9.0% ($4.8  million)  for the three months ended June 30, 1996,  as
compared  to 6.1% ($3.5  million)  for the same  period in 1995.  The  operating
performance of the plastic container business improved as a result of production
planning  and  scheduling   efficiencies  and  benefits  realized  from  capital
investment.  Included  in  income  from  operations  for the  plastic  container
business  is a  charge  of $0.5  million  incurred  in the  second  quarter  for
unreimbursed expenses resulting from flood damage at one of its facilities.

Interest  expense  increased  $6.9 million to $16.6 million for the three months
ended June 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 lower average bank
borrowing rates.

The provision for income taxes for the three months ended June 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".

As a result of the items discussed  above,  net income increased $3.1 million to
$10.5  million for the three  months  ended June 30,  1996,  as compared to $7.4
million for the three months ended June 30, 1995.





<PAGE>
                                                                   Page 14 of 21

Results of Operations - Pro Forma

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

Consolidated  net sales for the three months ended June 30, 1996 declined  $11.0
million as compared to pro forma  consolidated  net sales for the same period in
the prior year. The decrease in net sales was  principally  attributable  to the
loss of an AN Can customer  whose  product line was acquired by another  company
which had self  manufacturing  capacity for that product,  lower unit sales to a
customer who desired two suppliers  (Silgan and AN Can had  previously  been the
two suppliers), slightly lower sales of vegetable pack cans due to the scheduled
production  and  shipment  of cans  closer to the pack season and lower sales of
plastic  containers  due to the pass  through of lower resin costs,  offset,  in
part, by an increase in unit sales to non-vegetable pack customers.

Income from operations as a percentage of  consolidated  net sales for the three
months  ended June 30, 1996 was 10.7%  ($35.0  million) as compared to pro forma
income from  operations as a percentage of pro forma  consolidated  net sales of
11.2% ($37.8  million)  for the three  months  ended June 30,  1995.  Management
believes that the decrease in income from  operations for the three months ended
June 30,  1996 as  compared to pro forma  income  from  operations  for the same
period in the prior year was  attributable  to increased per unit costs realized
on  lower  can  production  volumes  and  redundant  costs  associated  with the
integration  of AN Can,  offset,  in part,  by the  realization  of greater than
anticipated  can  manufacturing  synergies  resulting from the acquisition of AN
Can, and improved operating performance of the plastic container business.


Results of Operations - Six Months

Summary historical  results for the Company's two business  segments,  metal and
plastic containers,  for the six months ended June 30, 1996 and 1995 and summary
pro forma  results for the Company and AN Can for the six months  ended June 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 pro forma
adjustments are based upon available  information  and upon certain  assumptions
that the Company  believes are  reasonable.  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 at the beginning of the period


<PAGE>
                                                                   Page 15 of 21

indicated,  or to  project  the  Company's  financial  position  or  results  of
operations for any future date or period.  The pro forma  information  presented
should be read in conjunction  with the historical  results of operations of the
Company for the periods ended June 30, 1996 and 1995.

                                          Six Months Ended June 30,
                                            Historical     Pro Forma
                                           1996     1995      1995
                                           ----     ----      ----
                                           (Dollars in millions)
            Net sales:
              Metal containers & other   $500.3    $289.2    $534.2
              Plastic containers .....    106.7     115.8     115.8
                                         ------    ------    ------
                  Consolidated .......   $607.0    $405.0    $650.0
                                         ======    ======    ======

            Operating profit:
              Metal containers & other   $ 50.2    $ 34.0    $ 58.5
              Plastic containers .....      8.9       7.7       7.7
              Corporate ..............     (0.3)     (0.2)     (0.2)
                                         ------    ------    ------
                  Consolidated .......   $ 58.8    $ 41.5    $ 66.0
                                         ======    ======    ======


Historical  Six Months Ended June 30, 1996 Compared with  Historical  Six Months
Ended June 30, 1995

Consolidated net sales increased $202.0 million, or 49.9%, to $607.0 million for
the six months ended June 30, 1996,  as compared to net sales of $405.0  million
for the same six months in the prior year. This increase resulted primarily from
net sales  generated by the former AN Can operations  offset,  in part, by lower
net sales of metal containers to Silgan's  existing  customer base and lower net
sales of plastic containers.

Net sales for the metal container business (including net sales of its specialty
business of $42.3 million) were $500.3 million for the six months ended June 30,
1996,  an increase of $211.1  million  from net sales of $289.2  million for the
same  period in 1995.  Net sales of metal  cans of  $458.0  million  for the six
months ended June 30, 1996 were $172.9  million  greater than net sales of metal
cans of $285.1  million  for the same  period in 1995.  This  increase  resulted
principally  from  net  sales of  metal  cans  generated  by the  former  AN Can
operations of approximately  $191.0 million during the first six months of 1996.
Net sales of metal containers to Silgan's existing customers declined during the
first six months of 1996 as compared  to the first six months of 1995  primarily
as a result of lower unit  volume.  Most of the decline  relates to the expected
production  and shipment of vegetable  pack cans during the fresh pack season in
the third and fourth quarter of 1996 as compared to the first and second quarter
of 1995.  Similar to 1995,  the 1996  Midwest  vegetable  pack is expected to be
below normal due to cool wet weather during the planting season.




<PAGE>
                                                                   Page 16 of 21

Sales of specialty items included in the metal container segment increased $38.3
million to $42.3  million  during the six months ended June 30, 1996 as compared
to the same period in 1995,  due to  additional  sales  generated in 1996 by the
operations acquired from AN Can.

Net sales for the plastic  container  business of $106.7  million during the six
months  ended June 30,  1996  decreased  $9.1  million  from net sales of $115.8
million  for the  same  period  in  1995.  The  decline  in net  sales  resulted
principally from the pass through of lower resin costs.

Cost of goods sold as a percentage of  consolidated  net sales was 85.9% ($521.2
million) for the six months ended June 30, 1996,  an increase of 0.4  percentage
points as compared to 85.5%  ($346.1  million) for the same period in 1995.  The
increase  in cost of goods  sold as a  percentage  of net  sales  was  primarily
attributable  to the higher cost base of the AN Can operations and increased per
unit manufacturing costs resulting from lower can production volumes, offset, in
part, by improved  operating  efficiencies due to can plant  consolidations  and
synergies realized from the AN Can acquisition as well as improved manufacturing
performance by the plastic  container  business.  Lower can  production  volumes
resulted from a reduction in the amount of finished goods  inventory  carried by
the Company due to the  scheduled  production of cans closer to the pack season.
As a result, it is expected that production  volumes will increase in the second
half of 1996,  thereby  reducing  per unit  manufacturing  costs and  increasing
manufacturing  margins  for that  period as  compared  to the same period in the
prior year.

Selling, general and administrative expenses as a percentage of consolidated net
sales increased 0.1 percentage points to 4.4% ($26.8 million) for the six months
ended June 30,  1996,  as compared to 4.3%  ($17.3  million)  for the six months
ended June 30,  1995.  The  increase  in  selling,  general  and  administrative
expenses as a  percentage  of net sales  principally  reflects  redundant  costs
associated  with the  integration  of AN Can with the  Company.  As the  Company
completes its  integration  of the  administrative  functions of AN Can with the
Company in 1996, it expects that these redundant costs will decline and that its
selling,  general  and  administration  costs  as a  percentage  of  sales  will
decrease.

Income from operations as a percentage of consolidated net sales was 9.7% ($58.8
million) for the six months ended June 30, 1996,  as compared  with 10.2% ($41.5
million) for the same period in 1995. The decline in income from operations as a
percentage  of  consolidated  net  sales  was  primarily   attributable  to  the
aforementioned decline in gross margin.

Income from  operations  as a  percentage  of net sales for the metal  container
business  was 10.0% ($50.2  million) for the six months ended June 30, 1996,  as
compared to 11.8%  ($34.0  million)  for the same period in the prior year.  The
decrease in income from  operations  as a percentage  of net sales for the metal
container business principally resulted from higher per unit manufacturing costs
incurred as a result of lower  production  volume and lower margins  realized on
sales made from former AN Can facilities due to their higher cost base.



<PAGE>
                                                                   Page 17 of 21

Income from  operations as a percentage  of net sales for the plastic  container
business was 8.3% ($8.9  million)  for the six months  ended June 30,  1996,  as
compared  to 6.6% ($7.7  million)  for the same  period in 1995.  The  operating
performance of the plastic container business improved as a result of production
planning  and  scheduling   efficiencies  and  benefits  realized  from  capital
investment.

Interest  expense  increased  $13.3  million to $32.4 million for the six months
ended June 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  Holdings  Discount  Debentures,  offset,  in  part,  by lower  average  bank
borrowing rates.

The  provisions for income taxes for the six months ended June 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".

As a result of the items discussed  above,  net income increased $2.2 million to
$15.3  million  for the six months  ended June 30,  1996,  as  compared to $13.1
million for the six months ended June 30, 1995.


Results of Operations - Pro Forma

Historical  Six Months  Ended June 30, 1996  Compared  with Pro Forma Six Months
Ended June 30, 1995

Consolidated  net sales for the six months  ended June 30, 1996  declined  $43.0
million as compared to pro forma  consolidated  net sales for the same period in
the prior  year.  The  decline in net sales of the metal  container  business of
$33.9  million was  principally  attributable  to the loss of an AN Can customer
whose  product line was acquired by a company with self  manufacturing  capacity
for that product,  the planned production and shipment of vegetable pack cans in
the second half of 1996 as  compared  to the first half of 1995,  and lower unit
sales to a customer who desired two suppliers  (Silgan and AN Can had previously
been the two suppliers).  Net sales of the plastic  container  business declined
$9.1 million principally due to the pass through of lower resin costs.

Income from  operations  as a percentage of  consolidated  net sales for the six
months  ended June 30, 1996 was 9.7% ($58.8  million),  as compared to pro forma
income from  operations as a percentage of pro forma  consolidated  net sales of
10.2%  ($66.0  million)  for the six  months  ended  June 30,  1995.  Management
believes  that the decrease in income from  operations  for the six months ended
June 30,  1996 as  compared to pro forma  income  from  operations  for the same
period in the prior year was  attributable  to increased per unit costs realized
on  lower  can  production  volumes  and  redundant  costs  associated  with the
integration of AN Can with the Company,  offset,  in part, by the realization of
greater  than  anticipated  can  manufacturing   synergies  resulting  from  the
acquisition  of AN  Can  and  improved  operating  performance  of  the  plastic
container  business.  Despite a projected  below normal  vegetable pack in 1996,
management


<PAGE>
                                                                   Page 18 of 21

anticipates  that the 1996 pack will approximate the 1995 pack and believes that
its operating  performance  in the second half of 1996 will exceed its operating
performance  during  the same  period  in the  prior  year due to the  scheduled
production of vegetable pack cans closer to the pack season.


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.

For the first six months of 1996,  net  borrowings  of working  capital loans of
$141.5 million,  proceeds of $1.5 million from the sale of assets and a decrease
in cash  balances of $0.2 million were used to fund cash used by  operations  of
$82.7  million  for  the  Company's  seasonal  working  capital  needs,  capital
expenditures  of $42.2  million  (including  the  planned  purchase  of American
National Can  Company's  St. Louis  facility for $13.1  million),  a dividend of
$17.4  million  to fund the  redemption  of $17.4  million  principal  amount of
Holdings  Discount  Debentures,  and the repayment of $0.9 million of term loans
under  the  Company's   Credit   Agreement.   The  Company's   earnings   before
depreciation,  interest,  taxes and  amortization  ("EBDITA") for the six months
ended June 30, 1996 increased by $30.7 million to $90.0 million in comparison to
the same  period in 1995.  The  increase  in EBDITA  principally  reflected  the
generation of additional cash earnings from the former AN Can operations.

For the six months ended June 30, 1996,  the operating  cash flow of the Company
declined  from the same  period in the prior year  primarily  as a result of the
increased working capital needed, mainly for inventory, to support the former AN
Can  operations.  Although  management  has  undertaken  a program to carry less
finished  goods  inventory by scheduling  some of its  production  closer to the
vegetable  pack,  it is still  necessary to build a  significant  portion of its
inventory  prior to the vegetable  pack. The decline in trade  accounts  payable
from year end results from traditional year end payment terms.

Because  the  Company  sells  metal  containers  used  in  vegetable  and  fruit
processing,  its sales are seasonal. 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.  Approximately $175.0 million of the Company's
working capital revolver, including letters of credit, were utilized at its peak
in July 1996.




<PAGE>
                                                                   Page 19 of 21

As of June 30, 1996, the outstanding  principal  amount of working capital loans
of the Company was $148.6 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 $69.0 million.

On July 3, 1996,  Silgan  borrowed an additional  $125.0 million of B term loans
under its Credit Agreement. As permitted under the Credit Agreement, Silgan used
such proceeds to fund Holdings  redemption of $125.0 million principal amount of
Holdings Discount Debentures.  Additionally, on July 22, 1996, Holdings received
net  proceeds  of $47.8  million  from the  issuance  of  50,000  shares  of its
Preferred  Stock.  On that date,  Holdings  used a portion of those  proceeds to
purchase  its Class B Common  Stock held by Mellon  Bank,  as trustee  for First
Plaza Group Trust, for $35.8 million.  The balance of the net proceeds from such
issuance  will be used to redeem  $12.0  million  principal  amount of  Holdings
Discount  Debentures on August 26, 1996.  Upon  completion  of that  redemption,
Holdings  will have  outstanding  $59.0  million  principal  amount of  Holdings
Discount  Debentures.  Since 1995 Holdings will have redeemed or  repurchased an
aggregate of $216.0 million of Holdings Discount Debentures, thereby reducing by
$14.3 million its semi-annual  interest  payments on such  indebtedness.  Silgan
intends to make funds  available to Holdings to enable it to pay its semi-annual
cash interest  obligation ($3.9 million based on $59.0 million  principal amount
of Holdings Discount Debentures  outstanding) on the remaining Holdings Discount
Debentures, commencing on December 15, 1996.

Dividends on the  Preferred  Stock are  cumulative  at 13 1/4% per annum and are
payable  quarterly  in cash or,  on or prior to July 15,  2000 at the  option of
Holdings,  in additional  shares of Preferred  Stock.  The Company  expects that
Holdings will make its dividend  payments on the Preferred Stock in kind for the
foreseeable future and that Holdings' obligations under the Preferred Stock will
not affect its projected liquidity requirements.

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.

Presently,  Holdings is actively considering  refinancing the remaining Holdings
Discount  Debentures  with  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.





<PAGE>
                                                                   Page 20 of 21

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

On May 31,  1996,  Silgan  Corporation  filed a Current  Report on Form 8-K with
respect to an amendment to its credit  agreement  that provided for, among other
things,  an  additional  $125.0  million  of B term loans for the  Company,  the
proceeds of which were used to redeem Holdings Discount Debentures.










<PAGE>
                                                                   Page 21 of 21



                                   SIGNATURES




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 21, 1996                       /s/Harley Rankin, Jr.
-------------------------                       ---------------------
                                                Harley Rankin, Jr.
                                                Executive Vice President, Chief
                                                Financial Officer and Treasurer
                                                (Principal Financial Officer)




Dated:  November 21, 1996                       /s/Harold J. Rodriguez, Jr.
-------------------------                       ---------------------------
                                                Harold J. Rodriguez, Jr.
                                                Vice President and Controller
                                                (Chief Accounting Officer)