Page 1 of 12
                                                      
                                  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 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


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                                                                    Page 2 of 12

The  purpose of this filing is to amend Item 1 to the  Quarterly  Report for the
period  ended  September  30, 1996 (the  "Report")  of Silgan  Corporation  (the
"Company") for typographical errors. In connection  therewith,  adjustments have
been made to the financial statements included in Item 1 of the Report to
properly   state  the  amount  of  total  assets  and  total   liabilities   and
stockholder's equity recorded on the condensed consolidated balance sheet of the
Company for the period  ended  December  31, 1995.  The  condensed  consolidated
financial  statements of the Company and the notes thereto included herewith are
identical  in  all  other  respects  to  the  condensed  consolidated  financial
statements  of the  Company and the notes  thereto  included  with the  original
Report.

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                                                                    Page 3 of 12

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)
                                            -----------  -----------   ---------
                                                                      (Restated)
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    $888,723
                                             ========    ==========    ========

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    $888,723
                                             ========    ==========    ========

                             See accompanying notes.



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                                                                    Page 4 of 12

                               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.





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                                                                    Page 5 of 12

                               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.





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                                                                    Page 6 of 12

                               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 7 of 12

                               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 8 of 12

                               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 9 of 12

                               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
                                                    ========





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                                                                   Page 10 of 12

                               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.





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                                                                   Page 11 of 12

                               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 12 of 12




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)