As filed with the Securities and Exchange Commission on November 13, 1997
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                              SILGAN HOLDINGS INC.
             (Exact name of registrant as specified in its charter)
             Delaware                       06-1269834
          (State of Incorporation)          (I.R.S. Employer Identification No.)

                                4 Landmark Square
                           Stamford, Connecticut 06901
                    (Address of principal executive offices)
                              --------------------

                              Silgan Holdings Inc.
                               Fourth Amended and
                               Restated 1989 Stock
                                   Option Plan
                              (Full title of plan)
                              --------------------

                               Frank W. Hogan, III
                         Vice President, General Counsel
                                  and Secretary
                              Silgan Holdings Inc.
                                4 Landmark Square
                           Stamford, Connecticut 06901
                                 (203) 975-7110
       (Name and address of agent for service, including telephone number)
                              --------------------

                                    Copy to:
                       Winthrop, Stimson, Putnam & Roberts
                              695 East Main Street
                        Stamford, Connecticut 06904-6760
                                 (203) 348-2300
                       Attention: G. William Sisley, Esq.

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==============================================================================================
                              Amount      Proposed maximum     Proposed maximum     Amount of
Title of securities           to be       offering price     aggregate offering  registration
 to be registered            registered      per share <F1>        price <F1>        fee <F1>
----------------------------------------------------------------------------------------------
<S>                         <C>               <C>                <C>                <C>    
Common Stock, par value     3,533,417         $36.75             $62,878,567        $19,055
$.01 per share
==============================================================================================

-------------------------
<FN>
<F1>     Of the  3,533,417  shares  available  under  the  Plan,  as of the date
         hereof,  options with respect to an aggregate of 1,920,103  shares have
         been  issued,  and options  with  respect to an  aggregate of 1,613,314
         shares remain  available for the grant of future  awards.  The proposed
         maximum  aggregate  offering  price  listed  above has been  determined
         pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended,
         and  represents  the sum of (i) the  aggregate  exercise  price  of all
         options  granted  to date  under the Plan plus (ii) the  product of the
         remaining  shares  available  under the Plan  multiplied by a per share
         price of $34.875,  the average  price of Silgan  Holdings  Inc.  Common
         Stock on the Nasdaq National Market on November 11, 1997.
</FN>
</TABLE>


<PAGE>



                                     PART I


               INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

         Note: The documents containing the information specified in this Part I
will be sent or given to  employees as  specified  by Rule  428(b)(1)  under the
Securities Act of 1933, as amended (the  "Securities  Act").  Such documents are
not filed with the Securities and Exchange Commission (the "Commission")  either
as  part  of  this  Registration  Statement  or as  prospectuses  or  prospectus
supplements  pursuant to Rule 424 under the  Securities  Act. Such documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken  together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

Item 1.  Plan Information.

         See Note above.

Item 2.  Registrant Information and Employee Plan Annual Information.

         See Note above.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The  following  documents  which have  heretofore  been filed by Silgan
Holdings Inc. (the "Registrant") with the Commission  pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:

                  1. The  Registrant's  Annual  Report on Form 10-K for the year
         ended December 31, 1996 (File No. 000-22117).

                  2. The  Registrant's  Quarterly  Report  on Form  10-Q for the
         fiscal quarter ended March 31, 1997 (File No. 000-22117).

                  3. The  Registrant's  Quarterly  Report  on Form  10-Q for the
         fiscal quarter ended June 30, 1997 (File No. 000-22117).

                  4. The  Registrant's  Quarterly  Report  on Form  10-Q for the
         fiscal quarter ended September 30, 1997 (File No. 000-22117).


                                       -2-

<PAGE>



                  5. The  Registrant's  Current  Reports  on Form  8-K  filed on
         January  27,  1997  (File No.  33-28409),  February  5, 1997  (File No.
         33-28409),  February 20, 1997 (File No. 000-22117),  May 21, 1997 (File
         No.  000-22117),  June 9, 1997 (File No. 000- 22117) and August 7, 1997
         (File No. 000-22117).

                  6. Description of the Registrant's  capital stock incorporated
         by reference into the Registrant's  Registration  Statement on Form 8-A
         filed  on  February  7,  1997  pursuant  to  the  1934  Act  (File  No.
         000-22117),  including any amendment or report filed for the purpose of
         updating such description.

                  All  documents  filed by the  Registrant  with the  Commission
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold shall be deemed to be incorporated by reference
in this  Registration  Statement  and made a part hereof  from their  respective
dates of filing (such  documents,  and the  documents  enumerated  above,  being
hereinafter referred to as "Incorporated  Documents");  provided,  however, that
any documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c),  14 and 15(d) of the 1934 Act in each year during which the offering made
by this  Registration  Statement  is in effect and prior to the filing  with the
Commission  of the  Registrant's  Annual  Report on Form 10-K covering such year
shall not be  Incorporated  Documents  or be  incorporated  by reference in this
Registration  Statement  or be a part  hereof  from and after the filing of such
Annual Report on Form 10-K.

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.


Item 4.  Description of Securities.

                  The  Common  Stock  being   registered   hereunder   has  been
registered  pursuant  to  Section  12 of the 1934 Act and a  description  of the
Common Stock is  incorporated  by reference into the  Registrant's  registration
statement filed with the Commission under the 1934 Act.


Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.



                                       -3-

<PAGE>




Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law makes provision for
the  indemnification  of officers and directors in terms  sufficiently  broad to
indemnify  officers and directors of the Registrant under certain  circumstances
from liabilities  (including  reimbursement for expenses incurred) arising under
the Securities Act. The Restated  Certificate of  Incorporation  and Amended and
Restated By-laws of the Registrant  provide for  indemnification of officers and
directors  against costs and expenses  incurred in connection with any action or
suit to which such  person is a party to the  fullest  extent  permitted  by the
Delaware General  Corporation  Law. The Registrant has purchased  directors' and
officers' liability insurance covering certain liabilities which may be incurred
by the  directors  and  officers  of  the  Registrant  in  connection  with  the
performance  of  their  duties.  Certain  of the  Registrant's  affiliates  also
maintain  insurance  and provide  indemnification  substantially  similar to the
foregoing.


Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

Exhibit
Number                                  Description

  *4.1   -        Restated  Certificate  of  Incorporation   of  the  Registrant
                  (incorporated  by  reference  to  Exhibit  3.1 filed  with the
                  Registrant's  Annual  Report on Form  10-K for the year  ended
                  December 31, 1996, Commission File No. 000-22117).

  *4.2   -        Amended  and  Restated By-laws of the Registrant (incorporated
                  by reference to Exhibit 3.2 filed with the Registrant's Annual
                  Report  on Form 10-K for the year  ended  December  31,  1996,
                  Commission File No. 000-22117).

     5   -        Opinion of Winthrop, Stimson, Putnam & Roberts.

  23.1   -        Consent of Ernst & Young LLP.

  23.2   -        Consent of Winthrop,  Stimson,  Putnam & Roberts  (included in
                  Exhibit 5).

    24   -        Power of Attorney (contained on signature page hereof).

   *99   -        Silgan  Holdings Inc.  Fourth  Amended and Restated 1989 Stock
                  Option Plan  (incorporated by reference to Exhibit 10.21 filed
                  with the Registrant's  Annual Report on Form 10-K for the year
                  ended  December  31,  1996,  Commission  File No.  000-22117).
 
--------
* Incorporated by reference.


                                       -4-

<PAGE>




Item 9.  Undertakings.

                  (1)  The undersigned Registrant hereby undertakes:

                  (a) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement.  Notwithstanding  the  foregoing,
                                    any   increase  or  decrease  in  volume  of
                                    securities  offered  (if  the  total  dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from  the low or high  end of the  estimated
                                    maximum  offering  range may be reflected in
                                    the  form  of  prospectus   filed  with  the
                                    Commission  pursuant  to Rule  424(b) if, in
                                    the  aggregate,  the  changes  in volume and
                                    price  represent  no more  than  20  percent
                                    change  in the  maximum  aggregate  offering
                                    price  set  forth  in  the  "Calculation  of
                                    Registration  Fee"  table  in the  effective
                                    Registration Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

         provided,  however,  that  paragraphs  (1)(a)(i) and  (1)(a)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  Registrant  pursuant to
         Section 13 or 15(d) of the 1934 Act that are  incorporated by reference
         in the Registration Statement.

                  (b) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (c) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.



                                       -5-

<PAGE>



                  (2) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the Securities Act, each filing of
the  registrant's  annual report  pursuant to Section 13(a) or 15(d) of the 1934
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant  to  Section  15(d) of the 1934  Act) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement  relating to the securities  offered  therein and the offering of such
securities  at the time  shall be deemed to be the  initial  bona fide  offering
hereof.

                  (3) Insofar as indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



                                       -6-

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Stamford,  State of Connecticut,  on the 13th day of
November, 1997.

                                        SILGAN HOLDINGS INC.


                                        By: /s/ R. Philip Silver
                                           ---------------------
                                           R. Philip Silver
                                           Chairman of the Board and
                                           Co-Chief Executive Officer


             KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  each  individual  whose
signature  appears below  constitutes  and appoints R. Philip Silver and D. Greg
Horrigan,  and each or any of them, his true and lawful  attorney-in-fact and to
act for him and in his name, place and stead, in any and all capacities, to sign
a Registration  Statement on Form S-8 to be filed pursuant to the Securities Act
of 1933 in connection with the registration of shares of Common Stock, par value
$.01 per share, of Silgan  Holdings Inc., and any and all amendments  (including
post-effective  amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting said  attorney-in-fact and agent,
and each of them,  full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

             Pursuant to the  requirements  of the Securities Act of 1933,  this
Registration Statement has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.


Signature                             Title                          Date
---------                             -----                          ----

                            Chairman of the Board and
/s/ R. Philip Silver        Co-Chief Executive Officer
--------------------        (Principal Executive Officer)      November 13, 1997
(R. Philip Silver) 



/s/ D. Greg Horrigan        President, Co-Chief Executive
--------------------             Officer and Director          November 13, 1997
(D. Greg Horrigan)


                                       -7-

<PAGE>


Signature                             Title                          Date
---------                             -----                          ----

/s/ Robert H. Niehaus                Director                  November 13, 1997
---------------------
(Robert H. Niehaus)



/s/ Leigh J. Abramson                Director                  November 13, 1997
---------------------
(Leigh J. Abramson)



/s/ Thomas M. Begel                  Director                  November 13, 1997
-------------------
(Thomas M. Begel)



/s/ Jeffrey C. Crowe                 Director                  November 13, 1997
--------------------
(Jeffrey C. Crowe)


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

                            Vice President, Controller and
/s/ Harold J. Rodriguez, Jr.     Assistant Treasurer
---------------------------- (Principal Accounting Officer)    November 13, 1997
(Harold J. Rodriguez, Jr.)


                                       -8-

<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------


                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       on

                                    Form S-8

                                      under

                           The Securities Act of 1933

                               -------------------


                              Silgan Holdings Inc.
                                 Fourth Amended
                                  and Restated
                             1989 Stock Option Plan


                              SILGAN HOLDINGS INC.
             (Exact name of registrant as specified in its charter)


<PAGE>


                                  EXHIBIT INDEX


              Silgan Holdings Inc. Fourth Amended and Restated 1989
                                Stock Option Plan



         Exhibit
          Number                              Description

               *4.1       Restated   Certificate   of   Incorporation   of   the
                          Registrant  (incorporated  by reference to Exhibit 3.1
                          filed with the Registrant's Annual Report on Form 10-K
                          for the year ended December 31, 1996,  Commission File
                          No. 000-22117).

               *4.2       Amended  and  Restated   By-laws  of  the   Registrant
                          (incorporated  by  reference to Exhibit 3.2 filed with
                          the  Registrant's  Annual  Report on Form 10-K for the
                          year ended  December  31,  1996,  Commission  File No.
                          000-22117).

                  5       Opinion of Winthrop, Stimson, Putnam & Roberts.

               23.1       Consent of Ernst & Young LLP.

               23.2       Consent  of  Winthrop,   Stimson,   Putnam  &  Roberts
                          (included in Exhibit 5).

                 24       Power  of  Attorney   (contained  on  signature   page
                          hereof).

                *99       Silgan  Holdings Inc. Fourth Amended and Restated 1989
                          Stock  Option  Plan   (incorporated  by  reference  to
                          Exhibit  10.21  filed  with  the  Registrant's  Annual
                          Report on Form 10-K for the year  ended  December  31,
                          1996, Commission File No. 000-22117).


------------------------------------

*  Incorporated by reference.

<PAGE>
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{"company-data": {"conformed-name": "SILGAN HOLDINGS INC", "cik": "0000849869", "assigned-sic": "3440", "irs-number": "061269834", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40151", "film-number": "97717094"}, "business-address": {"street1": "4 LANDMARK SQ", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2039757110"}}
As filed with the Securities and Exchange Commission on November 13, 1997
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                              SILGAN HOLDINGS INC.
             (Exact name of registrant as specified in its charter)
             Delaware                       06-1269834
          (State of Incorporation)          (I.R.S. Employer Identification No.)

                                4 Landmark Square
                           Stamford, Connecticut 06901
                    (Address of principal executive offices)
                              --------------------

                              Silgan Holdings Inc.
                               Fourth Amended and
                               Restated 1989 Stock
                                   Option Plan
                              (Full title of plan)
                              --------------------

                               Frank W. Hogan, III
                         Vice President, General Counsel
                                  and Secretary
                              Silgan Holdings Inc.
                                4 Landmark Square
                           Stamford, Connecticut 06901
                                 (203) 975-7110
       (Name and address of agent for service, including telephone number)
                              --------------------

                                    Copy to:
                       Winthrop, Stimson, Putnam & Roberts
                              695 East Main Street
                        Stamford, Connecticut 06904-6760
                                 (203) 348-2300
                       Attention: G. William Sisley, Esq.
CALCULATION OF REGISTRATION FEE
==============================================================================================
                              Amount      Proposed maximum     Proposed maximum     Amount of
Title of securities           to be       offering price     aggregate offering  registration
 to be registered            registered      per share
price
fee
----------------------------------------------------------------------------------------------
Common Stock, par value     3,533,417         $36.75             $62,878,567        $19,055
$.01 per share
==============================================================================================

-------------------------
Of the  3,533,417  shares  available  under  the  Plan,  as of the date
         hereof,  options with respect to an aggregate of 1,920,103  shares have
         been  issued,  and options  with  respect to an  aggregate of 1,613,314
         shares remain  available for the grant of future  awards.  The proposed
         maximum  aggregate  offering  price  listed  above has been  determined
         pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended,
         and  represents  the sum of (i) the  aggregate  exercise  price  of all
         options  granted  to date  under the Plan plus (ii) the  product of the
         remaining  shares  available  under the Plan  multiplied by a per share
         price of $34.875,  the average  price of Silgan  Holdings  Inc.  Common
         Stock on the Nasdaq National Market on November 11, 1997.
PART I

               INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

         Note: The documents containing the information specified in this Part I
will be sent or given to  employees as  specified  by Rule  428(b)(1)  under the
Securities Act of 1933, as amended (the  "Securities  Act").  Such documents are
not filed with the Securities and Exchange Commission (the "Commission")  either
as  part  of  this  Registration  Statement  or as  prospectuses  or  prospectus
supplements  pursuant to Rule 424 under the  Securities  Act. Such documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken  together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

Item 1.  Plan Information.

         See Note above.

Item 2.  Registrant Information and Employee Plan Annual Information.

         See Note above.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents  which have  heretofore  been filed by Silgan
Holdings Inc. (the "Registrant") with the Commission  pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:

                  1. The  Registrant's  Annual  Report on Form 10-K for the year
         ended December 31, 1996 (File No. 000-22117).

                  2. The  Registrant's  Quarterly  Report  on Form  10-Q for the
         fiscal quarter ended March 31, 1997 (File No. 000-22117).

                  3. The  Registrant's  Quarterly  Report  on Form  10-Q for the
         fiscal quarter ended June 30, 1997 (File No. 000-22117).

                  4. The  Registrant's  Quarterly  Report  on Form  10-Q for the
         fiscal quarter ended September 30, 1997 (File No. 000-22117).

                                       -2-
5. The  Registrant's  Current  Reports  on Form  8-K  filed on
         January  27,  1997  (File No.  33-28409),  February  5, 1997  (File No.
         33-28409),  February 20, 1997 (File No. 000-22117),  May 21, 1997 (File
         No.  000-22117),  June 9, 1997 (File No. 000- 22117) and August 7, 1997
         (File No. 000-22117).

                  6. Description of the Registrant's  capital stock incorporated
         by reference into the Registrant's  Registration  Statement on Form 8-A
         filed  on  February  7,  1997  pursuant  to  the  1934  Act  (File  No.
         000-22117),  including any amendment or report filed for the purpose of
         updating such description.

                  All  documents  filed by the  Registrant  with the  Commission
pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold shall be deemed to be incorporated by reference
in this  Registration  Statement  and made a part hereof  from their  respective
dates of filing (such  documents,  and the  documents  enumerated  above,  being
hereinafter referred to as "Incorporated  Documents");  provided,  however, that
any documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c),  14 and 15(d) of the 1934 Act in each year during which the offering made
by this  Registration  Statement  is in effect and prior to the filing  with the
Commission  of the  Registrant's  Annual  Report on Form 10-K covering such year
shall not be  Incorporated  Documents  or be  incorporated  by reference in this
Registration  Statement  or be a part  hereof  from and after the filing of such
Annual Report on Form 10-K.

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

                  The  Common  Stock  being   registered   hereunder   has  been
registered  pursuant  to  Section  12 of the 1934 Act and a  description  of the
Common Stock is  incorporated  by reference into the  Registrant's  registration
statement filed with the Commission under the 1934 Act.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

                                       -3-
Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law makes provision for
the  indemnification  of officers and directors in terms  sufficiently  broad to
indemnify  officers and directors of the Registrant under certain  circumstances
from liabilities  (including  reimbursement for expenses incurred) arising under
the Securities Act. The Restated  Certificate of  Incorporation  and Amended and
Restated By-laws of the Registrant  provide for  indemnification of officers and
directors  against costs and expenses  incurred in connection with any action or
suit to which such  person is a party to the  fullest  extent  permitted  by the
Delaware General  Corporation  Law. The Registrant has purchased  directors' and
officers' liability insurance covering certain liabilities which may be incurred
by the  directors  and  officers  of  the  Registrant  in  connection  with  the
performance  of  their  duties.  Certain  of the  Registrant's  affiliates  also
maintain  insurance  and provide  indemnification  substantially  similar to the
foregoing.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

Exhibit
Number                                  Description

  *4.1   -        Restated  Certificate  of  Incorporation   of  the  Registrant
                  (incorporated  by  reference  to  Exhibit  3.1 filed  with the
                  Registrant's  Annual  Report on Form  10-K for the year  ended
                  December 31, 1996, Commission File No. 000-22117).

  *4.2   -        Amended  and  Restated By-laws of the Registrant (incorporated
                  by reference to Exhibit 3.2 filed with the Registrant's Annual
                  Report  on Form 10-K for the year  ended  December  31,  1996,
                  Commission File No. 000-22117).

     5   -        Opinion of Winthrop, Stimson, Putnam & Roberts.

  23.1   -        Consent of Ernst & Young LLP.

  23.2   -        Consent of Winthrop,  Stimson,  Putnam & Roberts  (included in
                  Exhibit 5).

    24   -        Power of Attorney (contained on signature page hereof).

   *99   -        Silgan  Holdings Inc.  Fourth  Amended and Restated 1989 Stock
                  Option Plan  (incorporated by reference to Exhibit 10.21 filed
                  with the Registrant's  Annual Report on Form 10-K for the year
                  ended  December  31,  1996,  Commission  File No.  000-22117).
 
--------
* Incorporated by reference.

                                       -4-
Item 9.  Undertakings.

                  (1)  The undersigned Registrant hereby undertakes:

                  (a) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement.  Notwithstanding  the  foregoing,
                                    any   increase  or  decrease  in  volume  of
                                    securities  offered  (if  the  total  dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from  the low or high  end of the  estimated
                                    maximum  offering  range may be reflected in
                                    the  form  of  prospectus   filed  with  the
                                    Commission  pursuant  to Rule  424(b) if, in
                                    the  aggregate,  the  changes  in volume and
                                    price  represent  no more  than  20  percent
                                    change  in the  maximum  aggregate  offering
                                    price  set  forth  in  the  "Calculation  of
                                    Registration  Fee"  table  in the  effective
                                    Registration Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

         provided,  however,  that  paragraphs  (1)(a)(i) and  (1)(a)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  Registrant  pursuant to
         Section 13 or 15(d) of the 1934 Act that are  incorporated by reference
         in the Registration Statement.

                  (b) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (c) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                                       -5-
(2) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the Securities Act, each filing of
the  registrant's  annual report  pursuant to Section 13(a) or 15(d) of the 1934
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant  to  Section  15(d) of the 1934  Act) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement  relating to the securities  offered  therein and the offering of such
securities  at the time  shall be deemed to be the  initial  bona fide  offering
hereof.

                  (3) Insofar as indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       -6-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Stamford,  State of Connecticut,  on the 13th day of
November, 1997.

                                        SILGAN HOLDINGS INC.

                                        By: /s/ R. Philip Silver
                                           ---------------------
                                           R. Philip Silver
                                           Chairman of the Board and
                                           Co-Chief Executive Officer

             KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  each  individual  whose
signature  appears below  constitutes  and appoints R. Philip Silver and D. Greg
Horrigan,  and each or any of them, his true and lawful  attorney-in-fact and to
act for him and in his name, place and stead, in any and all capacities, to sign
a Registration  Statement on Form S-8 to be filed pursuant to the Securities Act
of 1933 in connection with the registration of shares of Common Stock, par value
$.01 per share, of Silgan  Holdings Inc., and any and all amendments  (including
post-effective  amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting said  attorney-in-fact and agent,
and each of them,  full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

             Pursuant to the  requirements  of the Securities Act of 1933,  this
Registration Statement has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

Signature                             Title                          Date
---------                             -----                          ----

                            Chairman of the Board and
/s/ R. Philip Silver        Co-Chief Executive Officer
--------------------        (Principal Executive Officer)      November 13, 1997
(R. Philip Silver) 

/s/ D. Greg Horrigan        President, Co-Chief Executive
--------------------             Officer and Director          November 13, 1997
(D. Greg Horrigan)

                                       -7-
Signature                             Title                          Date
---------                             -----                          ----

/s/ Robert H. Niehaus                Director                  November 13, 1997
---------------------
(Robert H. Niehaus)

/s/ Leigh J. Abramson                Director                  November 13, 1997
---------------------
(Leigh J. Abramson)

/s/ Thomas M. Begel                  Director                  November 13, 1997
-------------------
(Thomas M. Begel)

/s/ Jeffrey C. Crowe                 Director                  November 13, 1997
--------------------
(Jeffrey C. Crowe)

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

                            Vice President, Controller and
/s/ Harold J. Rodriguez, Jr.     Assistant Treasurer
---------------------------- (Principal Accounting Officer)    November 13, 1997
(Harold J. Rodriguez, Jr.)

                                       -8-
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       on

                                    Form S-8

                                      under

                           The Securities Act of 1933

                               -------------------

                              Silgan Holdings Inc.
                                 Fourth Amended
                                  and Restated
                             1989 Stock Option Plan

                              SILGAN HOLDINGS INC.
             (Exact name of registrant as specified in its charter)
EXHIBIT INDEX

              Silgan Holdings Inc. Fourth Amended and Restated 1989
                                Stock Option Plan

         Exhibit
          Number                              Description

               *4.1       Restated   Certificate   of   Incorporation   of   the
                          Registrant  (incorporated  by reference to Exhibit 3.1
                          filed with the Registrant's Annual Report on Form 10-K
                          for the year ended December 31, 1996,  Commission File
                          No. 000-22117).

               *4.2       Amended  and  Restated   By-laws  of  the   Registrant
                          (incorporated  by  reference to Exhibit 3.2 filed with
                          the  Registrant's  Annual  Report on Form 10-K for the
                          year ended  December  31,  1996,  Commission  File No.
                          000-22117).

                  5       Opinion of Winthrop, Stimson, Putnam & Roberts.

               23.1       Consent of Ernst & Young LLP.

               23.2       Consent  of  Winthrop,   Stimson,   Putnam  &  Roberts
                          (included in Exhibit 5).

                 24       Power  of  Attorney   (contained  on  signature   page
                          hereof).

                *99       Silgan  Holdings Inc. Fourth Amended and Restated 1989
                          Stock  Option  Plan   (incorporated  by  reference  to
                          Exhibit  10.21  filed  with  the  Registrant's  Annual
                          Report on Form 10-K for the year  ended  December  31,
                          1996, Commission File No. 000-22117).

------------------------------------

*  Incorporated by reference.