Registration No. 333-_________

     As filed with the Securities and Exchange Commission on November 23, 2004
     =========================================================================

                       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.
                            2004 Stock Incentive 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.
<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(1)      per share              price                fee
--------------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>                <C>                   <C>
Common Stock, par value $.01 per share          20,000(2)       $46.95(3)             $939,000.00(3)       $118.97(3)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share         880,000(2)       $49.415(4)         $43,485,200.00(4)     $5,509.58(4)
--------------------------------------------------------------------------------------------------------------------
Total                                          900,000                             $44,424,200.00        $5,628.55
====================================================================================================================
</TABLE>

-------------------------
1    In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,  as
     amended (the  "Securities  Act"),  this  Registration  Statement shall also
     cover  additional  shares of Common Stock that become issuable by reason of
     any  stock  split,  stock  dividend,   recapitalization  or  other  similar
     transaction in accordance with  anti-dilution  provisions of the 2004 Stock
     Incentive Plan.

2    Of the  900,000  shares  of Common  Stock  available  under the 2004  Stock
     Incentive Plan, as of the date hereof, options with respect to an aggregate
     of 20,000  shares of Common  Stock  have been  issued and an  aggregate  of
     880,000  shares of Common  Stock remain  available  for the grant of future
     awards.

3    The proposed maximum offering price per share,  proposed maximum  aggregate
     offering  price and amount of  registration  fee for the  20,000  shares of
     Common Stock issuable with respect to options  granted under the 2004 Stock
     Incentive  Plan as of the date  hereof  were  calculated  pursuant  to Rule
     457(h)  under the  Securities  Act,  based on the  exercise  price for such
     options.

4    The proposed maximum offering price per share,  proposed maximum  aggregate
     offering  price and amount of  registration  fee for the 880,000  shares of
     Common Stock  available for the grant of future awards under the 2004 Stock
     Incentive Plan were calculated pursuant to Rule 457(h) under the Securities
     Act,  based on the  average of the high and low sales  prices of the Common
     Stock on November 19, 2004 as quoted on the Nasdaq National Market System.
<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 and 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  "Exchange  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, 2003 (File No. 000-22117).

     2. The  Registrant's  Quarterly  Report on Form 10-Q for the fiscal quarter
ended March 31, 2004 (File No. 000-22117).

     3. The  Registrant's  Quarterly  Report on Form 10-Q for the fiscal quarter
ended June 30, 2004 (File No. 000-22117).

     4. The  Registrant's  Quarterly  Report on Form 10-Q for the fiscal quarter
ended September 30, 2004 (File No. 000-22117).

     5. The  Registrant's  Current Reports on Form 8-K filed on May 3, 2004, May
11, 2004,  July 30, 2004,  August 18, 2004,  September  16, 2004 and November 5,
2004 (File No. 000-22117).



                                       1
<PAGE>


     6.  Description  of  the   Registrant's   Common  Stock  contained  in  the
registration  statement  filed  with the  Commission  under  the  Exchange  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 Exchange 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,  excluding a Current Report on Form 8-K or any portion thereof
(and any related  exhibits) that has been  "furnished" to, but not "filed" with,
the  Commission,  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 Exchange  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 securities being registered hereunder consist of shares of Common Stock
of the Registrant.

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



                                       2
<PAGE>

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.

     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
     Exchange  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



                                       3
<PAGE>

     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.

          (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 Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange 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.




                                       4
<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 23rd day of
November, 2004.

                                        SILGAN HOLDINGS INC.


                                        By: /s/ R. Philip Silver
                                            --------------------
                                            R. Philip Silver
                                            Co-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
---------                              -----                        ----

/s/ R. Philip Silver
--------------------------   Co-Chairman of the Board and      November 23, 2004
(R. Philip Silver)           Co-Chief Executive Officer
                             (Principal Executive Officer)

/s/ D. Greg Horrigan
--------------------------   Co-Chairman of the Board and      November 23, 2004
(D. Greg Horrigan)           Co-Chief Executive Officer
                             (Principal Executive Officer)


                                       5
<PAGE>

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

/s/ John W. Alden
--------------------------           Director                  November 23, 2004
(John W. Alden)

/s/ Jeffrey C. Crowe
--------------------------           Director                  November 23, 2004
(Jeffrey C. Crowe)

/s/ William C. Jennings
--------------------------           Director                  November 23, 2004
(William C. Jennings)

/s/ Edward A. Lapekas
--------------------------           Director                  November 23, 2004
(Edward A. Lapekas)

/s/ Robert B. Lewis
--------------------------   Executive Vice President and      November 23, 2004
(Robert B. Lewis)            Chief Financial Officer
                             (Principal Financial Officer
                             and Principal Accounting
                             Officer)




                                       6
<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.
                            2004 Stock Incentive Plan


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






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







<PAGE>



                                  EXHIBIT INDEX

                 Silgan Holdings Inc. 2004 Stock Incentive 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).

 99.1          Silgan Holdings Inc. 2004 Stock Incentive Plan.

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

*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "s82004.txt", "secsgml_size_bytes": 22164}]
{"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": "333-120695", "film-number": "041163808"}, "business-address": {"street1": "4 LANDMARK SQ", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2039757110"}}
Registration No. 333-_________

     As filed with the Securities and Exchange Commission on November 23, 2004
     =========================================================================

                       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.
                            2004 Stock Incentive 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(1)      per share              price                fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share          20,000(2)       $46.95(3)             $939,000.00(3)       $118.97(3)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share         880,000(2)       $49.415(4)         $43,485,200.00(4)     $5,509.58(4)
--------------------------------------------------------------------------------------------------------------------
Total                                          900,000                             $44,424,200.00        $5,628.55
====================================================================================================================
-------------------------
1    In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,  as
     amended (the  "Securities  Act"),  this  Registration  Statement shall also
     cover  additional  shares of Common Stock that become issuable by reason of
     any  stock  split,  stock  dividend,   recapitalization  or  other  similar
     transaction in accordance with  anti-dilution  provisions of the 2004 Stock
     Incentive Plan.

2    Of the  900,000  shares  of Common  Stock  available  under the 2004  Stock
     Incentive Plan, as of the date hereof, options with respect to an aggregate
     of 20,000  shares of Common  Stock  have been  issued and an  aggregate  of
     880,000  shares of Common  Stock remain  available  for the grant of future
     awards.

3    The proposed maximum offering price per share,  proposed maximum  aggregate
     offering  price and amount of  registration  fee for the  20,000  shares of
     Common Stock issuable with respect to options  granted under the 2004 Stock
     Incentive  Plan as of the date  hereof  were  calculated  pursuant  to Rule
     457(h)  under the  Securities  Act,  based on the  exercise  price for such
     options.

4    The proposed maximum offering price per share,  proposed maximum  aggregate
     offering  price and amount of  registration  fee for the 880,000  shares of
     Common Stock  available for the grant of future awards under the 2004 Stock
     Incentive Plan were calculated pursuant to Rule 457(h) under the Securities
     Act,  based on the  average of the high and low sales  prices of the Common
     Stock on November 19, 2004 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 employees and 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  "Exchange  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, 2003 (File No. 000-22117).

     2. The  Registrant's  Quarterly  Report on Form 10-Q for the fiscal quarter
ended March 31, 2004 (File No. 000-22117).

     3. The  Registrant's  Quarterly  Report on Form 10-Q for the fiscal quarter
ended June 30, 2004 (File No. 000-22117).

     4. The  Registrant's  Quarterly  Report on Form 10-Q for the fiscal quarter
ended September 30, 2004 (File No. 000-22117).

     5. The  Registrant's  Current Reports on Form 8-K filed on May 3, 2004, May
11, 2004,  July 30, 2004,  August 18, 2004,  September  16, 2004 and November 5,
2004 (File No. 000-22117).

                                       1
6.  Description  of  the   Registrant's   Common  Stock  contained  in  the
registration  statement  filed  with the  Commission  under  the  Exchange  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 Exchange 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,  excluding a Current Report on Form 8-K or any portion thereof
(and any related  exhibits) that has been  "furnished" to, but not "filed" with,
the  Commission,  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 Exchange  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 securities being registered hereunder consist of shares of Common Stock
of the Registrant.

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

                                       2
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.

     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
     Exchange  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

                                       3
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.

          (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 Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange 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.

                                       4
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 23rd day of
November, 2004.

                                        SILGAN HOLDINGS INC.

                                        By: /s/ R. Philip Silver
                                            --------------------
                                            R. Philip Silver
                                            Co-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
---------                              -----                        ----

/s/ R. Philip Silver
--------------------------   Co-Chairman of the Board and      November 23, 2004
(R. Philip Silver)           Co-Chief Executive Officer
                             (Principal Executive Officer)

/s/ D. Greg Horrigan
--------------------------   Co-Chairman of the Board and      November 23, 2004
(D. Greg Horrigan)           Co-Chief Executive Officer
                             (Principal Executive Officer)

                                       5
Signature                              Title                        Date
---------                              -----                        ----

/s/ John W. Alden
--------------------------           Director                  November 23, 2004
(John W. Alden)

/s/ Jeffrey C. Crowe
--------------------------           Director                  November 23, 2004
(Jeffrey C. Crowe)

/s/ William C. Jennings
--------------------------           Director                  November 23, 2004
(William C. Jennings)

/s/ Edward A. Lapekas
--------------------------           Director                  November 23, 2004
(Edward A. Lapekas)

/s/ Robert B. Lewis
--------------------------   Executive Vice President and      November 23, 2004
(Robert B. Lewis)            Chief Financial Officer
                             (Principal Financial Officer
                             and Principal Accounting
                             Officer)

                                       6
================================================================================

                       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.
                            2004 Stock Incentive Plan

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

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

                 Silgan Holdings Inc. 2004 Stock Incentive 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).

 99.1          Silgan Holdings Inc. 2004 Stock Incentive Plan.

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

*  Incorporated by reference.