UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 5, 2009



                              SILGAN HOLDINGS INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its 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 1 -- Registrant's Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement.

On May 5, 2009,  Silgan  Holdings Inc., or the Company,  entered into a purchase
agreement,  or the  Purchase  Agreement,  with Banc of America  Securities  LLC,
Deutsche  Bank  Securities  Inc.  and  Morgan  Stanley  & Co.  Incorporated,  as
representatives  of the initial purchasers named in the Purchase  Agreement,  or
the Initial Purchasers.  Pursuant to the Purchase Agreement,  the Company agreed
to sell $250,000,000  aggregate  principal amount of its 7-1/4% Senior Notes due
2016, or the Notes, to the Initial Purchasers in a private placement in reliance
on Rule 144A and Regulation S under the Securities Act of 1933, as amended, at a
price of 97.28 percent of the principal amount of the Notes. The closing for the
sale of the Notes is subject to customary conditions and is expected to occur on
or about May 12, 2009. The Purchase Agreement contains customary representations
and warranties of the parties and  indemnification  and contribution  provisions
whereby the Company, on the one hand, and the Initial  Purchasers,  on the other
hand, have agreed to indemnify each other against  certain  liabilities and will
contribute  to  payments  the other  party may be  required  to make in  respect
thereof.

The Company estimates that the net proceeds from this sale will be approximately
$237.9 million,  after deducting the Initial Purchasers' discount,  the original
issue discount and the estimated offering  expenses.  The Company intends to use
the net  proceeds  from  the  sale of the  Notes to  prepay  the 2009  scheduled
amortization  installments of A term loans, B term loans and  incremental  loans
under its  senior  secured  credit  facility  and to prepay  the 2010  scheduled
amortization  installment  of A term  loans and a  majority  portion of the 2010
scheduled amortization installment of certain incremental loans under the senior
secured credit facility.

The  foregoing  description  of the  Purchase  Agreement  does not purport to be
complete  and is  qualified in its entirety by reference to the full text of the
Purchase Agreement,  which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated by reference into this Item 1.01.

                            Section 7 -- Regulation FD

Item 7.01.        Regulation FD Disclosure.

On May 5,  2009,  the  Company  issued a press  release  announcing  that it had
entered into an agreement to sell the Notes. In such press release,  the Company
also  revised its earnings  estimate for the second  quarter of 2009 and for the
fiscal year 2009 as a result of the  issuance  of the Notes and the  anticipated
use of net  proceeds  therefrom.  A copy  of this  press  release  is  furnished
herewith as Exhibit 99.1.

The information in this Item 7.01,  including  Exhibit 99.1, 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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                  Section 9--Financial Statements and Exhibits


Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

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

10.1                Purchase Agreement dated May 5, 2009 among Silgan Holdings
                    Inc. and Banc of America Securities LLC, Deutsche Bank
                    Securities Inc. and Morgan Stanley & Co. Incorporated, as
                    representatives of the Initial Purchasers named therein.

99.1                Press Release dated May 5, 2009.



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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 11, 2009



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                                INDEX TO EXHIBITS



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


   10.1             Purchase Agreement dated May 5, 2009 among Silgan Holdings
                    Inc. and Banc of America Securities LLC, Deutsche Bank
                    Securities Inc. and Morgan Stanley & Co. Incorporated, as
                    representatives of the Initial Purchasers named therein.

   99.1             Press Release dated May 5, 2009.


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