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): May 3, 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 5. Other Events.

On May 3,  2004,  the  registrant  announced  that its  Board of  Directors  (i)
initiated a quarterly  cash  dividend  on its common  stock and (ii)  approved a
$0.15 per share quarterly cash dividend, payable on June 15, 2004 to the holders
of record of common  stock of the  registrant  on June 1, 2004.  For  additional
information  regarding this announcement,  refer to Exhibit 99.1 filed with this
Current Report on Form 8-K.


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


(c) Exhibits

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

   99.1              Press Release dated May 3, 2004 regarding the initiation
                     of a quarterly cash dividend.















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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: May 3, 2004























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                                INDEX TO EXHIBITS



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


       99.1             Press Release dated May 3, 2004 regarding the initiation
                        of a quarterly cash dividend.



















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