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): January 11, 2005



                             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)



     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:


    [ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

    [ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

    [ ]  Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

    [ ]  Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))




                        Section 2--Financial Information

Item 2.02. Results of Operations and Financial Condition.

Furnished  herewith as Exhibit 99.1 is a copy of a press  release  issued by the
Registrant updating its prior forward-looking  statements regarding its earnings
outlook  for the full year  2004 and for the  fourth  quarter  of 2004 that were
included in the Registrant's press release dated October 21, 2004.

The information in this Current Report on Form 8-K,  including  Exhibit 99.1, is
being  furnished  under  Item 2.02 of Form 8-K as an update of the  Registrant's
previous forward-looking earnings outlook, 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.

Statements  included in this  Current  Report on Form 8-K,  including in Exhibit
99.1,  which  are not  historical  facts  are  forward-looking  statements  made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995 and the Securities Exchange Act of 1934. Such forward-looking
statements are made based upon management's  expectations and beliefs concerning
future  events  impacting  the  Registrant  and  therefore  involve  a number of
uncertainties and risks,  including,  but not limited to, those described in the
Registrant's  Annual  Report on Form 10-K for 2003 and  other  filings  with the
Securities and Exchange Commission.  Therefore, the actual results of operations
or financial  condition of the  Registrant  could differ  materially  from those
expressed or implied in such forward-looking statements.


                  Section 9--Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

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

99.1                  Press Release dated January 11, 2005.




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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: January 12, 2005







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                                INDEX TO EXHIBITS



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

  99.1                          Press Release dated January 11, 2005.








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