Page 1 of 16



                                  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 March 31, 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 May 10,  1996 the  number of shares  outstanding  of each of the  issuer's
classes of common stock is as follows:

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

                     Class A                                   1
                     Class B                                   1



<PAGE>
                                                                    Page 2 of 16



The purpose of this filing is to amend the Quarterly Report for the period ended
March 31,  1996  (the  "Report")  of  Silgan  Corporation  (the  "Company"),  to
reclassify  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. 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 March 31,
1996 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.

<PAGE>
                                                                    Page 3 of 16

Part I. Financial Information
Item 1. Financial Statements

                               SILGAN CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                             March 31,    March 31,    Dec. 31,
                                               1996         1995         1995
                                               ----         ----         ----
                                            (unaudited)  (unaudited)  (audited)
                                            (Restated)                (Restated)
ASSETS
Current assets:
   Cash and cash equivalents ..............   $  5,980    $  1,335     $  2,092
   Accounts receivable, net ...............     98,177      75,205      109,929
   Inventories ............................    254,092     148,501      210,471
   Prepaid expenses and other current
    assets ................................     10,911       5,132        5,731
                                              --------    --------     --------
       Total current assets ...............    369,160     230,173      328,223

Property, plant and equipment, net ........    491,177     251,832      487,301
Goodwill, net .............................     43,204      29,699       43,562
Other assets ..............................     28,194      19,733       29,637
                                              --------    --------     --------
                                              $931,735    $531,437     $888,723
                                              ========    ========     ========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Trade accounts payable .................   $113,674    $ 50,416     $138,195
   Accrued payroll and related costs ......     40,613      28,207       32,805
   Accrued interest payable ...............      8,340       5,713        4,358
   Other accrued expenses .................     38,506      20,172       43,062
   Bank working capital loans .............     60,150      15,200        7,100
   Current portion of long-term debt ......     27,192      19,514       28,140
                                              --------    --------     --------
       Total current liabilities ..........    288,475     139,222      253,660

Long-term debt ............................    549,610     282,568      549,610
Deferred income taxes .....................      3,017      13,247        3,017
Other long-term liabilities ...............     70,696      25,870       69,576

Stockholder's equity:
   Additional paid-in capital .............     75,935      70,935       73,635
   Accumulated deficit........ ............    (55,998)       (405)     (60,775)
                                              --------    --------     --------
       Total stockholder's equity .........     19,937      70,530       12,860
                                              --------    --------     --------
                                              $931,735    $531,437     $888,723
                                              ========    ========     ========

                             See accompanying notes.


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                                                                    Page 4 of 16

                               SILGAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                             (Dollars in thousands)


                                                            Three Months Ended
                                                            ------------------

                                                           March 31,   March 31,
                                                             1996        1995
                                                             ----        ----

Net sales ..............................................    $279,860    $203,264

Cost of goods sold .....................................     243,313     174,265
                                                            --------    --------

     Gross profit ......................................      36,547      28,999

Selling, general and administrative expenses ...........      12,647       9,399
                                                            --------    --------

     Income from operations ............................      23,900      19,600

Interest expense and other related financing costs .....      15,823       9,415
                                                            --------    --------

     Income before income taxes ........................       8,077      10,185

Income tax provision ...................................       3,300       4,400
                                                            --------    --------

     Net income ........................................    $  4,777    $  5,785
                                                            ========    ========









                             See accompanying notes.




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                                                                    Page 5 of 16

                               SILGAN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)

                                                           Three Months Ended
                                                           ------------------
                                                          March 31,   March 31,
                                                            1996        1995
                                                            ----        ----
Cash flows from operating activities:
  Net income ..........................................   $  4,777    $  5,785
  Adjustments to reconcile net income to net
         cash (used) provided by operating activities:
    Depreciation ......................................     14,589       8,333
    Amortization ......................................      1,836       1,598
    Contribution by Parent for Federal income tax
         provision ....................................      2,300       1,400
    Changes in assets and liabilities:
      Decrease (increase) in accounts receivable ......     11,713     (10,025)
      (Increase) in inventories .......................    (43,621)    (26,072)
      (Decrease) increase in trade accounts payable ...    (24,521)     13,571
      Other, net ......................................      1,776       9,075
                                                          --------    --------
          Total adjustments ...........................    (35,928)     (2,120)
                                                          --------    --------
    Net cash (used) provided by operating activities ..    (31,151)      3,665
                                                          --------    --------

Cash flows from investing activities:
  Capital expenditures ................................    (18,558)     (8,359)
  Proceeds from sale of assets ........................      1,495       3,218
                                                          --------    --------
    Net cash used in investing activities .............    (17,063)     (5,141)
                                                          --------    --------

Cash flows from financing activities:
  Borrowings under working capital loans ..............    210,350      89,710
  Repayments under working capital loans ..............    157,300)    (87,110)
  Repayment of term loans .............................       (948)     (2,454)
                                                          --------    --------
    Net cash provided by financing activities .........     52,102         146
                                                          --------    --------

Net increase (decrease) in cash and cash equivalents ..      3,888      (1,330)
Cash and cash equivalents at beginning of year ........      2,092       2,665
                                                          --------    --------
Cash and cash equivalents at end of period ............   $  5,980    $  1,335
                                                          ========    ========


Supplementary data:
   Interest paid                                          $ 10,864    $  4,304
   Income taxes paid                                           214       2,648
                 

                             See accompanying notes.



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                                                                    Page 6 of 16

                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 1996 and 1995 and for the
                      three months then ended is unaudited)
                             (Dollars in thousands)


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 March 31, 1996 and 1995 and  December  31,  1995,  the results of
operations  for the  three  months  ended  March  31,  1996  and  1995,  and the
statements of cash flows for the three months ended March 31, 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 quarter of 1996 as a result of the
adoption of SFAS No. 121.

The Company also adopted SFAS No. 123, "Accounting for Stock-Based Compensation"
for  1996.  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 has not elected
to adopt  SFAS No.  123 and  continues  to  recognize  compensation  expense  in
accordance with APB No. 25.






<PAGE>
                                                                    Page 7 of 16
 
                              SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 1996 and 1995 and for the
                      three months then ended is unaudited)


2.  Inventories

Inventories consisted of the following (dollars in thousands):

                                        March 31,    March 31,    Dec. 31,
                                          1996         1995         1995
                                          ----         ----         ----

     Raw materials ...................   $ 44,771    $ 31,063    $ 46,027
     Work-in-process .................     21,638      24,890      24,869
     Finished goods ..................    178,863      96,462     135,590
     Spare parts and other ...........      7,823       1,383       6,344
                                         --------    --------    --------
                                          253,095     153,798     212,830
     Adjustment to value inventory
       at cost on the LIFO Method ....        997      (5,297)     (2,359)
                                         --------    --------    --------
                                         $254,092    $148,501    $210,471
                                         ========    ========    ========


3.  Acquisitions

Set  forth  below is the  Company's  summary  unaudited  pro  forma  results  of
operations  for the three months ended March 31, 1995.  The  unaudited pro forma
results of  operations  of the Company for the three months ended March 31, 1995
include  the  historical  results of the  Company and the Food Metal & Specialty
business of American  National Can ("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 March  31,  1995  reflect  the  effect of  purchase
accounting  adjustments  based upon preliminary  appraisals and valuations,  the
financing of the  acquisition by the Company,  the  refinancing of the Company's
secured debt  obligations,  and certain other adjustments as if these events had
occurred as of the  beginning of the 1995.  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 (dollars in thousands):

                                                  Pro forma
                                                  March 31,
                                                    1995
                                                    ----

                     Net sales ................   $311,868
                     Income from operations ...     28,140
                     Income before income taxes     11,300
                     Net income ...............      6,667





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                                                                    Page 8 of 16

                               SILGAN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 1996 and 1995 and for the
                      three months then ended is unaudited)


4.  Dividend to Parent

During the year ended  December  31,  1995,  the  Company  dividended  to Silgan
Holdings Inc.  ("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'  Debentures").  In June of  1996,  the  Company  intends  to make an
additional  dividend  of $17.4  million to Holdings  to fund the  redemption  by
Holdings of a portion of its Discount Debentures.



<PAGE>
                                                                    Page 9 of 16

Item 2.

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


Results of Operations - Historical

Three months Ended March 31, 1996 Compared with
Three Months Ended March 31, 1995

Summary  results for the  Company's  two  business  segments,  metal and plastic
containers,  for the three  months  ended March 31,  1996 and 1995 are  provided
below.

                                                      March 31,
                                                    1996     1995
                                                    ----     ----
                                                (Dollars in millions)
               Net sales:
                   Metal containers and other..   $226.4  $  144.7
                   Plastic containers .........     53.5      58.6
                                                  ------    ------
                      Consolidated ............   $279.9  $  203.3
                                                  ======    ======

               Operating profit:
                   Metal containers and other..   $ 19.8  $   15.9
                   Plastic containers .........      4.2       4.3
                   Corporate expense ..........     (0.1)     (0.6)
                                                  ------    ------
                      Consolidated .......  ...   $ 23.9  $   19.6
                                                  ======    ======


Consolidated net sales increased $76.6 million,  or 37.7%, to $279.9 million for
the three  months  ended  March 31,  1996,  as  compared  to net sales of $203.3
million for the same three  months in the prior  year.  This  increase  resulted
primarily from net sales generated by the 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 $22.6  million) were $226.4 million for the three months ended March
31, 1996, an increase of $81.7 million from net sales of $144.7  million for the
same  period in 1995.  Net sales of metal cans of $203.8  million  for the three
months ended March 31, 1996 were $61.2  million  greater than net sales of metal
cans of $142.6  million  for the same  period in 1995.  This  increase  resulted
principally  from net sales of metal cans  generated by the AN Can operations of
$85.6  million  during the first three  months of 1996.  The decline in sales of
metal  containers to Silgan's  existing  customers of $24.4  million  during the
first  quarter of 1996 as  compared to the first  quarter of 1995 was  primarily
attributable to lower unit volume.  Approximately  half of the decline  reflects
the expected  production  and shipment of vegetable  pack cans in the second and
third  quarters  of 1996 as  compared  to the  first  quarter  of 1995,  and the
remainder  of the  decline  relates to lower unit sales of  products  other than
vegetable containers.

<PAGE>
                                                                   Page 10 of 16

Results of Operations - Historical  (continued)

Sales of specialty items included in the metal container segment increased $20.5
million  to $22.6  million  during  the three  months  ended  March 31,  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 $53.5 million during the three
months  ended  March 31, 1996  decreased  $5.1  million  from net sales of $58.6
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 86.9% ($243.3
million)  for the  three  months  ended  March  31,  1996,  an  increase  of 1.2
percentage  points as compared to 85.7% ($174.3  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 plant
consolidations and synergies realized from the AN Can acquisition.

Selling, general and administrative expenses as a percentage of consolidated net
sales  declined  0.1  percentage  points to 4.5% ($12.6  million)  for the three
months  ended March 31, 1996,  as compared to 4.6% ($9.4  million) for the three
months ended March 31, 1995. The decrease in selling, general and administrative
expenses as a percentage of net sales  principally  reflects the expected  lower
administrative  expense realized from the integration of AN Can and the Company,
despite the incurrence of redundant  costs during the  integration.  The Company
expects that its selling,  general and  administration  costs as a percentage of
sales will  continue to decline in 1996 as it completes the  integration  of the
administrative functions of its metal container business.

Income from operations as a percentage of consolidated net sales was 8.5% ($23.9
million) for the three months ended March 31, 1996, as compared with 9.6% ($19.6
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 8.8% ($19.8  million) for the three months ended March 31, 1996, as
compared to 11.0%  ($15.9  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 AN Can facilities due to their higher cost base.

Income from  operations as a percentage  of net sales for the plastic  container
business was 7.9% ($4.2  million) for the three months ended March 31, 1996,  as
compared  to 7.3% ($4.3  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.




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                                                                   Page 11 of 16

Results of Operations - Historical (continued)

Interest  expense  increased  $6.4 million to $15.8 million for the three months
ended March 31, 1996, principally as a result of increased borrowings to finance
the  acquisition  of AN  Can  and  the  redemption  of a  portion  of  Holdings'
Debentures, offset, in part, by slightly lower average borrowing rates.

The  provisions  for income  taxes for the three months ended March 31, 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 for the three months ended
March 31,  1996 was $4.8  million,  as  compared  to $5.8  million for the three
months ended March 31, 1995.


Results of Operations - Pro forma

Three months Historical Ended March 31, 1996 Compared with
Three Months Pro Forma Ended March 31, 1995

The following table compares the historical results of operations of the Company
for the  three  months  ended  March  31,  1996,  to the pro  forma  results  of
operations  of the Company and AN Can for the three months ended March 31, 1995,
after giving effect to the acquisition of AN Can as of the beginning of 1995.

The pro forma data includes the historical results of the Company and AN Can and
reflects  the effect of purchase  accounting  adjustments  based on  preliminary
appraisals  and  valuations,  the  financing of the  acquisition  of AN Can, the
refinancing of certain of the Company's  secured 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 purchase
price  allocation  will be  finalized  within  one  year of the  closing  of the
acquisition  of AN Can and may  differ  from that  used for the pro forma  data.
Differences  between actual and  preliminary  valuations,  actuarially  computed
employee benefit costs, and expenses associated with plant  rationalizations may
cause  adjustments  to the AN Can purchase price  allocation.  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  on the date or 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 quarters ended March 31, 1996 and 1995.




<PAGE>
                                                                   Page 12 of 16

Results of Operations - Pro forma (continued)

                                                 Three Months Ended
                                                 ------------------
                                               Historical  Pro forma
                                                March 31,   March 31,
                                                  1996       1995
                                                  ----       ----
                                               (Dollars in millions)
               Net sales:
                   Metal containers and other..   $226.4   $253.3
                   Plastic containers .........     53.5     58.6
                                                  ------   ------
                      Consolidated ............   $279.9   $311.9
                                                  ======   ======

               Operating profit:
                   Metal containers and other..   $ 19.8   $ 24.4
                   Plastic containers .........      4.2      4.3
                   Corporate expense ..........     (0.1)   (0.6)
                                                  ------   ------
                      Consolidated ............   $ 23.9   $ 28.1
                                                  ======   ======

Consolidated  net sales for the three months ended March 31, 1996 declined $32.0
million as compared to pro forma  consolidated  net sales for the same period in
the prior year. The decrease in net sales was  attributable  to a decline in net
sales to  Silgan's  existing  customers  of $24.4  million  due to the  expected
production  and shipment of vegetable pack cans in the second and third quarters
of 1996 as  compared  to the  first  quarter  of 1995 and  lower  unit  sales of
products other than vegetable containers, lower sales from the AN Can facilities
of $4.9 million  principally due to a customer  shifting to self  manufacturing,
and lower  sales of plastic  containers  due to the pass  through of lower resin
costs, offset, in part, by higher sales of specialty packaging products.

Income from operations as a percentage of  consolidated  net sales for the three
months  ended March 31,  1996 was 8.5% ($23.9  million) as compared to pro forma
income from  operations as a percentage of sales of 9.0% ($28.1 million) for the
three  months  ended March 31, 1995.  Management  believes  that the decrease in
income from  operations for the three months ended March 31, 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  production and sales
volumes  offset by the  realization  of greater than  anticipated  manufacturing
synergies and slightly lower selling, general and administrative expenses.





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                                                                   Page 13 of 16

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.  As described  below,  beginning in
December  1996  Silgan's  liquidity  requirements  will also be  affected by the
interest associated with Holdings' indebtedness.

For the first three months of 1996, net  borrowings of working  capital loans of
$53.1  million and proceeds of $1.5 million from the sale of assets were used to
fund $31.2 million of the Company's operating  activities,  capital expenditures
of $18.6 million, the repayment of $0.9 million of term loans, and increase cash
balances by $3.9 million. The Company's earnings before depreciation,  interest,
taxes and  amortization  ("EBDITA")  for the three  months  ended March 31, 1996
increased by $11.5  million to $40.3 million in comparison to the same period in
1995. The increase in EBDITA principally  reflected the generation of additional
cash earnings from the AN Can operations.

For the three  months  ended  March 31,  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 AN
Can  operations.  Inventories  increased due to the normal  seasonal build while
accounts  receivable declined from year-end as a result of lower sales volume in
1996 and the  payment by certain  customers  of amounts due at year-end in early
1996. The decline in trade accounts  payable is  attributable to the adoption by
Silgan of vendor payment terms similar to AN Can.

Management  believes  that the average  working  capital  needs of the  combined
operations  of the  Company  and AN Can for 1996 as  compared  to the pro  forma
combined operations in the prior year will decline  predominately as a result of
carrying a lower amount of finished goods inventory due to scheduling production
closer to the  summer  seasonal  peak and the  change in  vendor  payment  terms
referred to above.

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,  and it is estimated that  approximately $170
million of its working capital revolver,  including  letters of credit,  will be
utilized at its peak in June 1996.




<PAGE>
                                                                   Page 14 of 16

Capital Resources and Liquidity  (continued)

As of March 31, 1996, the outstanding  principal amount of working capital loans
of the Company was $60.2 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 $141.3 million.

Effective June 15, 1996, Silgan intends to dividend $17.4 million to Holdings to
fund the  redemption  of Holdings'  Debentures  at their fully  accreted  value.
Interest on Holdings'  Debentures is payable at a rate of 13 1/4% per annum from
and after June 15,  1996,  and  commencing  on  December  15,  1996  semi-annual
interest  payments of up to $13.0  million will be required to be made  thereon.
Silgan  intends to make such funds  available  to  Holdings  to enable it to pay
interest on Holdings' Debentures.

Presently,  Silgan is actively  considering  refinancing  a portion of Holdings'
Debentures with lower cost  indebtedness.  In addition,  Silgan and Holdings are
considering refinancing the remainder of Holdings' Debentures through other debt
financings  and/or equity  financings,  including a public offering of equity in
which case the  amount of  funding  from  Silgan  for the  semi-annual  interest
payments  will  decline.  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 15 of 16

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 16 of 16

                                   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)