<TABLE>

                                As filed with the Securities and Exchange Commission on June 20, 2003
                                                                                                     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.
                                      2002 Non-Employee Directors Stock Option Plan
                                                   (Full title of plan)
                                                --------------------------

                                                   Frank W. Hogan, III
                                          Senior 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:
                                                Pillsbury Winthrop LLP
                                                 695 East Main Street
                                           Stamford, Connecticut 06904-6760
                                                   (203) 348-2300
                                            Attention: Robert J. Rawn, 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
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>              <C>               <C>                  <C>
Common Stock, par value $.01 per share        12,000 (1)       $31.85 (2)        $  382,200 (2)       $ 30.92 (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share        48,000 (1)       $29.73 (3)        $1,427,040 (3)       $115.45 (3)
--------------------------------------------------------------------------------------------------------------------
   Total                                      60,000                             $1,809,240           $146.37
====================================================================================================================
-------------------------


     (1)  Of the 60,000 shares of Common Stock available under the Plan, as of the date hereof, options with respect
          to an  aggregate of 12,000  shares of  Common  Stock  have been  issued  and  options  with  respect to an
          aggregate of 48,000 shares of Common Stock remain available for the grant of future awards.
     (2)  The  proposed  maximum  offering  price per  share,  proposed  maximum aggregate offering price and amount
          of registration fee for the 12,000 shares of  Common Stock issuable with  respect to options granted under
          the Plan as of the date hereof were calculated pursuant  to Rule 457(h) under the Securities  Act of 1933,
          as amended, based on the weighted average exercise price for such options.
     (3)  The  proposed  maximum  offering  price per  share,  proposed  maximum aggregate offering price and amount
          of registration fee for the 48,000 shares of  Common Stock available  for the grant of  future awards were
          calculated  pursuant to Rule 457(h) under the Securities Act of 1933, as amended,  based on the average of
          the high  and low sales  prices of  the Common Stock on June 17,  2003 as quoted  on the  Nasdaq  National
          Market System.

</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  non-employee directors 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 fiscal year ended
          December 31, 2002 (File No. 000-22117).

     2.   The  Registrant's  Quarterly  Report  on Form  10-Q for the  quarterly
          period ended March 31, 2003 (File No. 000-22117).

     3.   The  Registrant's  Current Report on Form 8-K filed on January 3, 2003
          (File No. 000-22117).

     4.   The  Registrant's  Current  Report  on Form 8-K filed on March 5, 2003
          (File No. 000-22117).

     5.   The  Registrant's  Current  Report on Form 8-K filed on March 31, 2003
          reporting information under Item 5 (File No. 000-22117).


                                       2
<PAGE>


     6.   Description  of  the  Registrant's   Common  Stock  contained  in  the
          registration  statement filed with the Commission  under the 1934 Act,
          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,  other  than any  portion  of a  Current  Report  on Form 8-K
reporting  information  under  Items 9 and/or 12 of that  Form (and any  related
exhibits),  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.

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 that may be incurred
by the  directors  and  officers  of  the  Registrant  in  connection  with  the
performance  of  their  duties.


                                       3
<PAGE>


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index.

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.


                                       4
<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.




                                       5
<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 20th day of
June, 2003.

                                        SILGAN HOLDINGS INC.


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

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


/s/ R. Philip Silver        Chairman of the Board and             June 20, 2003
----------------------      Co-Chief Executive Officer
(R. Philip Silver)          and Director
                            (Principal Executive Officer)

/s/ D. Greg Horrigan        President, Co-Chief Executive         June 20, 2003
----------------------      Officer and Director
(D. Greg Horrigan)          (Principal Executive Officer)



                                       6
<PAGE>

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



/s/ Leigh J. Abramson
----------------------               Director                     June 20, 2003
(Leigh J. Abramson)


/s/ John W. Alden
----------------------               Director                     June 20, 2003
(John W. Alden)


/s/ Jeffrey C. Crowe
----------------------               Director                     June 20, 2003
(Jeffrey C. Crowe)


/s/ Edward A. Lapekas
----------------------               Director                     June 20, 2003
(Edward A. Lapekas)


/s/ Anthony J. Allott       Executive Vice President and          June 20, 2003
----------------------      Chief Financial Officer
(Anthony J. Allott)         (Principal Financial Officer)


/s/ Nancy Merola            Vice President and Controller         June 20, 2003
----------------------      (Principal Accounting Officer)
(Nancy Merola)







                                       7
<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.
                 2002 Non-Employee Directors Stock Option Plan


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






================================================================================

<PAGE>


                                  EXHIBIT INDEX

       Silgan Holdings Inc. 2002 Non-Employee Directors 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 Pillsbury Winthrop LLP.

23.1           Consent of Ernst & Young LLP.

23.2           Consent of Pillsbury Winthrop LLP (included in Exhibit 5).

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

*99            Silgan  Holdings Inc. 2002  Non-Employee  Directors  Stock Option
               Plan  (incorporated  by reference to Exhibit 10.23 filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December   31,   2002,    Commission    File   No.    000-22117).
 ------------------------------------

       *  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23023}]
{"company-data": {"conformed-name": "SILGAN HOLDINGS INC", "cik": "0000849869", "assigned-sic": "3411", "irs-number": "061269834", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106306", "film-number": "03751327"}, "business-address": {"street1": "4 LANDMARK SQ", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2039757110"}}
As filed with the Securities and Exchange Commission on June 20, 2003
                                                                                                     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.
                                      2002 Non-Employee Directors Stock Option Plan
                                                   (Full title of plan)
                                                --------------------------

                                                   Frank W. Hogan, III
                                          Senior 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:
                                                Pillsbury Winthrop LLP
                                                 695 East Main Street
                                           Stamford, Connecticut 06904-6760
                                                   (203) 348-2300
                                            Attention: Robert J. Rawn, 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 $.01 per share        12,000 (1)       $31.85 (2)        $  382,200 (2)       $ 30.92 (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share        48,000 (1)       $29.73 (3)        $1,427,040 (3)       $115.45 (3)
--------------------------------------------------------------------------------------------------------------------
   Total                                      60,000                             $1,809,240           $146.37
====================================================================================================================
-------------------------

     (1)  Of the 60,000 shares of Common Stock available under the Plan, as of the date hereof, options with respect
          to an  aggregate of 12,000  shares of  Common  Stock  have been  issued  and  options  with  respect to an
          aggregate of 48,000 shares of Common Stock remain available for the grant of future awards.
     (2)  The  proposed  maximum  offering  price per  share,  proposed  maximum aggregate offering price and amount
          of registration fee for the 12,000 shares of  Common Stock issuable with  respect to options granted under
          the Plan as of the date hereof were calculated pursuant  to Rule 457(h) under the Securities  Act of 1933,
          as amended, based on the weighted average exercise price for such options.
     (3)  The  proposed  maximum  offering  price per  share,  proposed  maximum aggregate offering price and amount
          of registration fee for the 48,000 shares of  Common Stock available  for the grant of  future awards were
          calculated  pursuant to Rule 457(h) under the Securities Act of 1933, as amended,  based on the average of
          the high  and low sales  prices of  the Common Stock on June 17,  2003 as quoted  on the  Nasdaq  National
          Market System.
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  non-employee directors 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 fiscal year ended
          December 31, 2002 (File No. 000-22117).

     2.   The  Registrant's  Quarterly  Report  on Form  10-Q for the  quarterly
          period ended March 31, 2003 (File No. 000-22117).

     3.   The  Registrant's  Current Report on Form 8-K filed on January 3, 2003
          (File No. 000-22117).

     4.   The  Registrant's  Current  Report  on Form 8-K filed on March 5, 2003
          (File No. 000-22117).

     5.   The  Registrant's  Current  Report on Form 8-K filed on March 31, 2003
          reporting information under Item 5 (File No. 000-22117).

                                       2
6.   Description  of  the  Registrant's   Common  Stock  contained  in  the
          registration  statement filed with the Commission  under the 1934 Act,
          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,  other  than any  portion  of a  Current  Report  on Form 8-K
reporting  information  under  Items 9 and/or 12 of that  Form (and any  related
exhibits),  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.

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 that may be incurred
by the  directors  and  officers  of  the  Registrant  in  connection  with  the
performance  of  their  duties.

                                       3
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index.

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.

                                       4
(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.

                                       5
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 20th day of
June, 2003.

                                        SILGAN HOLDINGS INC.

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

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

/s/ R. Philip Silver        Chairman of the Board and             June 20, 2003
----------------------      Co-Chief Executive Officer
(R. Philip Silver)          and Director
                            (Principal Executive Officer)

/s/ D. Greg Horrigan        President, Co-Chief Executive         June 20, 2003
----------------------      Officer and Director
(D. Greg Horrigan)          (Principal Executive Officer)

                                       6
Signature                              Title                         Date
---------                              -----                         ----

/s/ Leigh J. Abramson
----------------------               Director                     June 20, 2003
(Leigh J. Abramson)

/s/ John W. Alden
----------------------               Director                     June 20, 2003
(John W. Alden)

/s/ Jeffrey C. Crowe
----------------------               Director                     June 20, 2003
(Jeffrey C. Crowe)

/s/ Edward A. Lapekas
----------------------               Director                     June 20, 2003
(Edward A. Lapekas)

/s/ Anthony J. Allott       Executive Vice President and          June 20, 2003
----------------------      Chief Financial Officer
(Anthony J. Allott)         (Principal Financial Officer)

/s/ Nancy Merola            Vice President and Controller         June 20, 2003
----------------------      (Principal Accounting Officer)
(Nancy Merola)

                                       7
================================================================================

                       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.
                 2002 Non-Employee Directors Stock Option Plan

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

================================================================================
EXHIBIT INDEX

       Silgan Holdings Inc. 2002 Non-Employee Directors 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 Pillsbury Winthrop LLP.

23.1           Consent of Ernst & Young LLP.

23.2           Consent of Pillsbury Winthrop LLP (included in Exhibit 5).

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

*99            Silgan  Holdings Inc. 2002  Non-Employee  Directors  Stock Option
               Plan  (incorporated  by reference to Exhibit 10.23 filed with the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December   31,   2002,    Commission    File   No.    000-22117).
 ------------------------------------

       *  Incorporated by reference.