UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549


                            ________________________


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



        Date of report (Date of earliest event reported): February 4, 2004



                              SILGAN HOLDINGS INC.
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              (Exact Name of Registrant as Specified in Charter)


           Delaware                    000-22117               06-1269834
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 (State or Other Jurisdiction         (Commission            (IRS Employer
       of Incorporation)              File Number)         Identification No.)


4 Landmark Square, Stamford, Connecticut                               06901
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(Address of Principal Executive Offices)                             (Zip Code)


Registrant's telephone number, including area code: (203) 975-7110


                                      N/A
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        (Former Name or Former Address, if Changed Since Last Report)







Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

Exhibit No.                Description
-----------                -----------

99.1                Press Release dated February 4, 2004.



Item 12. Results of Operations and Financial Condition.


On  February  4, 2004,  the  registrant  issued a press  release  reporting  its
earnings for the full year 2003 and for the three month  period  ended  December
31, 2003. A copy of this press release is attached hereto as Exhibit 99.1

The information in this Current Report on Form 8-K,  including  Exhibit 99.1, is
being furnished under Item 12 of Form 8-K, and shall not be deemed to be "filed"
for the  purposes  of  Section 18 of the  Securities  Exchange  Act of 1934,  as
amended, or otherwise subject to the liabilities of that section, nor shall such
information  be  deemed  incorporated  by  reference  in any  filing  under  the
Securities Act of 1933, as amended,  or the Securities  Exchange Act of 1934, as
amended, regardless of the general incorporation language of such filing, except
as shall be expressly set forth by specific reference in such filing.




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                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                     SILGAN HOLDINGS INC.


                                     By:/s/ Frank W. Hogan, III
                                        -------------------------------
                                        Frank W. Hogan, III
                                        Senior Vice President, General Counsel
                                        and Secretary


Date:  February 4, 2004






















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                            INDEX TO EXHIBITS



      Exhibit No.                     Description
      -----------                     -----------

        99.1                  Press Release dated February 4, 2004.






















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