Page 1 of 13

                               

                                  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 March 31, 1997 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 May 1, 1997,  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 13


Part I. Financial Information
Item 1. Financial Statements

                               SILGAN CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                March 31,   March 31,  Dec. 31,
                                                  1997        1996       1996
                                                  ----        ----       ----
ASSETS                                         (unaudited) (unaudited) (audited)
Current assets:
  Cash and cash equivalents ..................   $  5,844   $  5,980   $    947
  Accounts receivable, net ...................    104,730     98,177    101,436
  Inventories ................................    248,679    254,092    195,981
  Prepaid expenses and other current assets ..     10,812     10,911      7,329
                                                 --------   --------   --------
    Total current assets .....................    370,065    369,160    305,693

Property, plant and equipment, net ...........    496,197    491,177    499,781
Goodwill, net ................................     57,697     43,204     57,885
Other assets .................................     33,212     28,194     37,010
                                                 --------   --------   --------
                                                 $957,171   $931,735   $900,369
                                                 ========   ========   ========

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
  Trade accounts payable .....................   $106,212   $113,674   $122,623
  Accrued payroll and related costs ..........     43,009     40,613     41,649
  Accrued interest payable ...................     12,105      8,340      9,175
  Accrued expenses and other current
    liabilities ..............................     32,621     38,506     34,614
  Bank working capital loans .................     88,400     60,150     27,800
  Current portion of long-term debt ..........     29,547     27,192     38,427
                                                 --------   --------   --------
    Total current liabilities ................    311,894    288,475    274,288

Long-term debt ...............................    634,843    549,610    634,843
Deferred income taxes ........................       --        3,017       --
Other long-term liabilities ..................     74,364     70,696     75,997

Stockholder's equity (deficit):
  Common stock ($0.01 par value per share;
     3,000 shares authorized, 2 shares issued)       --         --         --
  Additional paid-in capital .................    121,501     75,935     91,235
  Accumulated deficit ........................   (185,431)   (55,998)  (175,994)
                                                 --------   --------   --------
    Total stockholder's equity (deficit) .....    (63,930)    19,937    (84,759)
                                                 --------   --------   --------
                                                 $957,171   $931,735   $900,369
                                                 ========   ========   ========


                             See accompanying notes.



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                                                                    Page 3 of 13


                               SILGAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                (Dollars in thousands, except per share amounts)

                                                            Three Months Ended
                                                            ------------------
                                                           March 31,   March 31,
                                                             1997        1996
                                                             ----        ----

Net sales ............................................    $ 299,427     $279,860

Cost of goods sold ...................................      256,583      242,207
                                                          ---------     --------
     Gross profit ....................................       42,844       37,653

Selling, general and administrative expenses .........       13,835       13,553

Non-cash stock option charge .........................       22,731          200
                                                          ---------     --------
     Income from operations ..........................        6,278       23,900

Interest expense and other related financing costs ...       18,024       15,823
                                                          ---------     --------
     Income (loss) before income taxes ...............      (11,746)       8,077

Income tax provision (benefit) .......................       (4,500)       3,300
                                                          ---------     --------
     Net income (loss) ...............................    $  (7,246)    $  4,777
                                                          =========     ========












                             See accompanying notes.


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                                                                    Page 4 of 13


                               SILGAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
                                                            Three Months Ended
                                                            ------------------
                                                           March 31,   March 31,
                                                             1997        1996
                                                             ----        ----
Cash flows from operating activities:
  Net income .........................................   $  (7,246)   $   4,777
  Adjustments to reconcile net income to
     net cash used by operating activities:
      Depreciation ...................................      13,714       14,589
      Amortization ...................................       1,503        1,836
      Contribution by Parent for federal income
         tax provision (benefit) .....................      (3,900)       2,300
      Non-cash stock option charge ...................      22,731          200
      Changes in assets and liabilities:
        (Increase) decrease in accounts receivable ...      (3,227)      11,713
        (Increase) in inventories ....................     (52,987)     (43,621)
        (Decrease) in trade accounts payable .........     (16,411)     (24,521)
        Other, net ...................................       2,566        1,576
                                                         ---------    ---------
            Total adjustments ........................     (36,011)     (35,928)
                                                         ---------    ---------
      Net cash used by operating activities ..........     (43,257)     (31,151)
                                                         ---------    ---------

Cash flows from investing activities:
  Capital expenditures ...............................     (10,284)     (18,558)
  Proceeds from sale of assets .......................          29        1,495
                                                         ---------    ---------
      Net cash used in investing activities ..........     (10,255)     (17,063)
                                                         ---------    ---------

Cash flows from financing activities:
  Borrowings under working capital loans .............     279,750      210,350
  Repayments under working capital loans .............    (219,150)    (157,300)
  Repayment of long-term debt ........................      (8,880)        (948)
  Contribution by Parent .............................       8,880         --
  Dividend to Parent .................................      (2,191)        --
                                                         ---------    ---------
      Net cash provided by financing activities ......      58,409       52,102
                                                         ---------    ---------

Net increase in cash and cash equivalents ............       4,897        3,888
Cash and cash equivalents at beginning of year .......         947        2,092
                                                         ---------    ---------
Cash and cash equivalents at end of period ...........   $   5,844    $   5,980
                                                         =========    =========

Supplementary cash data:
  Interest paid ......................................   $  14,062    $  10,864
  Income taxes paid (refund) .........................         (56)         214

                             See accompanying notes.



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                                                                    Page 5 of 13


                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 1997 and 1996 and for the
                      three 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,  the
accompanying financial statements contain all adjustments  (consisting solely of
a normal  recurring  nature)  necessary  to present  fairly  Silgan's  financial
position as of March 31,  1997 and 1996 and  December  31,  1996,  and  Silgan's
results of  operations  and  statements of cash flows for the three months ended
March 31, 1997 and 1996.

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, 1996.

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


2.  Initial Public Offering by Parent

On February 20, 1997,  Silgan Holdings Inc.  ("Holdings"),  the parent compay of
Silgan, completed an initial public offering ("Offering") of 5,175,000 shares of
common stock, par value $.01 per share (the "Common  Stock").  Holdings used net
proceeds received from the Offering to redeem its remaining  outstanding 13 1/4%
Senior  Discount  Debentures  due 2002  ("Holdings'  Discount  Debentures")  and
advanced funds to Silgan for the repayment of approximately $8.9 million of bank
term loans.

In connection  with the  Offering,  the Company  recognized a non-cash,  pre-tax
charge of $22.7  million,  for the  excess of fair  market  value over the grant
price of stock  options  converted  from  stock  option  plans of the  Company's
subsidiaries  to  Holdings'  stock  option  plan.  Under  Accounting  Principles
Bulletin  ("APB")  No.  25,  options  granted  under the  subsidiary  plans were
considered  variable  options  with a  final  measurement  date  at the  time of
conversion. Paid in capital was credited for $25.3 million which represented the
current year charge and amounts accrued in prior years.



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                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 1997 and 1996 and for the
                      three months then ended is unaudited)


3.  Inventories

Inventories consisted of the following (in thousands):

                                         March 31,  March 31,   Dec. 31,
                                           1997       1996        1996
                                           ----       ----        ----

         Raw materials and supplies ..   $ 44,694   $ 38,148   $ 40,280
         Work-in-process .............     31,468     28,261     27,861
         Finished goods ..............    161,577    178,863    116,498
         Spare parts and other .......      7,977      7,823      7,771
                                         --------   --------   --------
                                          245,716    253,095    192,410
         Adjustment to value inventory
            at cost on the LIFO Method      2,963        997      3,571
                                         --------   --------   --------
                                         $248,679   $254,092   $195,981
                                         ========   ========   ========


4.  Subsequent Events

Effective  April 1, 1997,  the Company  acquired  the aluminum  roll-on  closure
business  ("Alcoa  Closure")  from Alcoa  Closure  Systems  International,  Inc.
("Alcoa") and the North American plastic container  business ("Rexam  Plastics")
from Rexam plc and Rexam Plastics,  Inc.  ("Rexam").  In 1996, Alcoa Closure and
Rexam  Plastics had  combined  net sales of  approximately  $80.0  million.  The
aggregate purchase price, net of cash acquired,  of approximately  $42.3 million
will be allocated to inventory, machinery and equipment, and net working capital
acquired  based  on fair  market  value  as of the  date  of  each  acquisition,
respectively.

The acquisitions of Alcoa Closure and Rexam Plastics will be accounted for using
the purchase  method of accounting  and  accordingly,  the results of operations
will be included in the  consolidated  financial  statements of the Company from
April 1, 1997.

The Company  used  borrowings  of $50.0  million of  additional B term loans and
$25.0 million of additional A term loans under the Company's credit agreement to
finance  the  acquisitions  of Alcoa  Closure  and Rexam  Plastics  and to repay
working capital loans in April 1997.




<PAGE>
                                                                    Page 7 of 13


Item 2.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Certain  information  contained  in  "Management's  Discussion  and  Analysis of
Financial  Condition and Results of Operations"  and elsewhere in this Quarterly
Report on Form 10-Q regarding the Company's  financial  results and  conditions,
and plans and strategy for its business and related  financing  includes forward
looking  statements  made pursuant to the safe harbor  provisions of the Private
Securities  Litigation  Reform  Act of 1995.  Such  forward  looking  statements
involve  uncertainties  and  risks,  including,  but  not  limited  to,  factors
described  in this  Quarterly  Report  on Form 10-Q and in the  Company's  other
filings  with the  Securities  and Exchange  Commission.  The  Company's  actual
financial  results and  conditions,  and plans and strategy for its business and
related financing may differ from such forward looking statements.

RESULTS OF OPERATIONS - THREE MONTHS

Summary unaudited results of operations for the Company's two business segments,
metal and plastic containers, for the three months ended March 31, 1997 and 1996
are provided below.
                                                 Three Months Ended 
                                                 -------------------
                                                      March 31,
                                                   1997      1996
                                                   ----      ----
                                                    (In millions)
        Net sales:
             Metal containers and specialty ...   $242.2    $226.4             
             Plastic containers ...............     57.2      53.5
                                                  ------    ------
                 Consolidated .................   $299.4    $279.9
                                                  ======    ======

        Operating profit:
             Metal containers and specialty ...   $ 22.4      20.0
             Plastic containers ...............      6.8       4.2
             Non-cash stock option charge .....    (22.7)     (0.2)
             Corporate expense ................     (0.2)     (0.1)
                                                  ------    ------
                 Consolidated .................   $  6.3    $ 23.9
                                                  ======    ======


Three Months Ended March 31, 1997 Compared with
Three Months ended March 31, 1996

Net Sales.  Consolidated  net sales increased $19.5 million,  or 7.0%, to $299.4
million for the three months  ended March 31, 1997,  as compared to net sales of
$279.9  million  for the same  three  months in the prior  year.  This  increase
resulted  primarily  from an increase in unit sales by both the metal  container
business and the plastic container business.



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Net sales for the metal container business (including net sales of its specialty
business of $19.0  million) were $242.2 million for the three months ended March
31, 1997, an increase of $15.8 million  (7.0%) from net sales of $226.4  million
for the same period in 1996.  Net sales of metal cans of $223.2  million for the
three months  ended March 31, 1997 were $19.4  million  (9.5%)  greater than net
sales of metal cans of $203.8 million for the same period in 1996. This increase
resulted  from  greater unit sales,  of which $7.6 million  related to net sales
from Finger Lakes Packaging  Company,  Inc.  ("Finger  Lakes"),  acquired by the
Company in October 1996.

Sales of specialty items included in the metal container  segment  declined $3.6
million to $19.0  million  during the three  months  ended  March 31,  1997,  as
compared to $22.6  million in the same  period in 1996,  due to lower unit sales
volume.

Net sales for the plastic  container  business of $57.2 million during the three
months  ended March 31, 1997  increased  $3.7  million  (6.9%) from net sales of
$53.5 million for the same period in 1996.  This increase in net sales  resulted
from higher unit sales,  offset,  in part,  by the pass through of lower average
resin costs.

Cost of Goods Sold. Cost of goods sold as a percentage of consolidated net sales
was 85.7% ($256.6 million) for the three months ended March 31, 1997, a decrease
of 0.8  percentage  points as compared to 86.5%  ($242.2  million)  for the same
period in 1996.  The decrease in cost of goods sold as a percentage of net sales
was primarily  attributable  to improved  operating  efficiencies  achieved as a
result of higher production volumes.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses as a percentage of consolidated net sales decreased 0.2
percentage  points to 4.6% ($13.8  million) for the three months ended March 31,
1997,  as compared to 4.8% ($13.6  million) for the three months ended March 31,
1996.  The  decrease  in  selling,  general  and  administrative  expenses  as a
percentage of net sales principally related to the increase in net sales revenue
in 1997, and to a lesser extent to the expected  elimination of redundant  costs
incurred as a result of the integration of the Food Metal and Specialty Business
("AN Can") acquired by the Company from American  National Can Company in August
1995.

Income from  Operations.  Income from operations as a percentage of consolidated
net sales was 2.1% ($6.3  million) for the three months ended March 31, 1997, as
compared  with 8.5%  ($23.9  million)  for the same  period  in the prior  year.
Included in income from operations for the three months ended March 31, 1997 was
a non-cash stock option charge of $22.7 million.  Excluding this charge,  income
from  operations  for the three months ended March 31, 1997 would have increased
1.2  percentage  points to 9.7% ($29.0  million),  primarily  as a result of the
aforementioned gross margin improvement.




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In  conjunction  with the Offering,  stock options issued under the stock option
plans of the Company's  subsidiaries  were converted to Holdings' stock options.
In  accordance  with  generally  accepted  accounting  principles,  the  Company
recorded a charge of $22.7 million at the time of the Offering for the excess of
the fair market value of the stock  options  issued under the  subsidiary  stock
option plans over the grant price of the options. The Company will not recognize
any future charges for these stock options.

Income from  operations  as a  percentage  of net sales for the metal  container
business,  improved to 9.2% ($22.4 million) for the three months ended March 31,
1997,  from 8.8% ($20.0  million)  for the same  period in the prior  year.  The
increase in income from  operations as a percentage  of net sales  resulted from
lower selling, general and administrative expenses as a percentage of net sales,
improved operating efficiencies realized from plant rationalizations and capital
investment,  and the  incurrence of lower  depreciation  expense  related to the
former AN Can operations  which  reflected the completion of the AN Can purchase
accounting in the second  quarter of 1996,  offset to a limited  extent by price
adjustments on certain long term contracts.

Income from  operations as a percentage  of net sales for the plastic  container
business,  improved to 11.9% ($6.8 million) for the three months ended March 31,
1997,  as  compared  to 7.9% ($4.2  million)  for the same  period in 1996.  The
improved   operating   performance  of  the  plastic   container   business  was
attributable  to  continued  manufacturing   efficiencies  and  lower  per  unit
manufacturing  costs  realized  as a result of higher unit sales to both new and
existing customers.

Interest  Expense.  Interest expense increased $2.2 million to $18.0 million for
the three  months  ended March 31,  1997  principally  as a result of  increased
borrowings to fund the redemption of a portion of Holdings' Discount  Debentures
and to finance the  purchase of Finger  Lakes and as a result of higher  average
bank borrowing rates.

Income  Taxes.  The  provision for income taxes for the three months ended March
31, 1997 and 1996 provide for federal, state and foreign taxes as if the Company
were a separate  taxpayer in accordance  with Statement of Financial  Accounting
Standards No. 109, "Accounting for Income Taxes."

Net Income (loss).  As a result of the items discussed  above, the Company had a
net loss of $7.2 million for the three months ended March 31, 1997,  as compared
to net income of $4.8 million for the three months ended March 31, 1996.


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.



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For the first three months of 1997,  net  borrowings  of working  capital  loans
under the  Company's  Credit  Agreement of $60.6  million were used to fund cash
used by operations of $43.2 million for the Company's  seasonal  working capital
needs,  capital  expenditures  of $10.3 million,  a dividend to Holdings of $2.2
million to enable  Holdings to pay accrued  interest on the  Holdings'  Discount
Debentures,  and an increase in cash balances of $4.9 million.  In addition,  in
conjunction  with the  Offering,  Holdings  contributed  $8.8 million to Silgan,
which Silgan used to prepay bank term loans.

For the three months ended March 31, 1997, net cash used by operating activities
increased  from the same  period in the prior year  primarily  as a result of an
increase  in trade  receivables  reflecting  greater  sales  volume in the first
quarter  of 1997 as  compared  to 1996  and an  increase  in the  Company's  raw
material inventory.

In April 1997, the Company  acquired the aluminum  roll-on  closure  business of
Alcoa  and the  North  American  plastic  container  business  of  Rexam  for an
aggregate  purchase  price of  approximately  $42.3  million.  The Company  used
additional  borrowings  of $25.0  million of A term loans and $50.0 million of B
term loans under the Company's  Credit Agreement to finance the acquisitions and
repay $32.7 million of working capital loans.

Because the Company  sells metal  containers  used in fruit and  vegetable  pack
processing,  its sales are seasonal.  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.  Due to the
Company's  seasonal  requirements,  the  Company  expects  to incur  short  term
indebtedness to finance its working capital  requirements  and after taking into
account the  repayment of working  capital  loans from the excess bank term loan
proceeds  borrowed in April 1997,  it is  estimated  that  approximately  $150.0
million of the working capital  revolver under the Company's  Credit  Agreement,
including letters of credit, will be utilized at its peak in July 1997.

As of March 31, 1997, the outstanding  principal amount of working capital loans
was $88.4  million 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 $129.4 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.

The Company is continually evaluating and pursuing acquisition  opportunities in
the North American  consumer  goods  packaging  market.  The Company may need to
incur  additional  indebtedness to finance any such  acquisition and to fund any
resulting increased operating needs. Any such financing will have to be effected
in compliance with the Company's and its subsidiaries'  agreements in respect of
their indebtedness then outstanding.  There can be no assurance that the Company
will be able to effect any such acquisition or any such financing.


<PAGE>
                                                                   Page 11 of 13


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  with all such  covenants
during 1997.

Effective  June 15, 1997,  the Company's 11 3/4% Senior  Subordinated  Notes due
2002 are  redeemable  at the  option  of the  Company,  in whole or in part,  at
105.875% of their  principal  amount.  The Company is  evaluating  the  economic
benefit of refinancing these notes and may consider  refinancing them with other
debt financings. Any such refinancings would be dependent upon market conditions
at the time and would have to be effected in  compliance  with the Company's and
its subsidiaries'  agreements in respect of their indebtedness.  There can be no
assurance that the Company will be able to effect any such refinancing.



<PAGE>
                                                                   Page 12 of 13


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 13 of 13


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:  May 13, 1997                       /s/Harley Rankin, Jr.
--------------------                       ---------------------
                                           Harley Rankin, Jr.
                                           Executive Vice President, Chief
                                           Financial Officer and Treasurer
                                           (Principal Financial Officer)




Dated:  May 13, 1997                       /s/Harold J. Rodriguez, Jr.
--------------------                       ---------------------------
                                           Harold J. Rodriguez, Jr.
                                           Vice President and Controller
                                           (Chief Accounting Officer)