UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934.

For the quarterly period ended March 31, 2007

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934.

For the transition period from ________________ to ________________


                        Commission file number 000-22117

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

                   Delaware                               06-1269834
         (State or Other Jurisdiction                  (I.R.S. Employer
       of Incorporation or Organization)              Identification No.)

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


                                  (203)975-7110
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
(Former  Name,  Former  Address and Former  Fiscal Year,  if Changed  Since Last
Report)


Indicate  by check  mark  whether  the  Registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-acelerated  filer.  See definition of "acclereated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):
  Large Accelerated filer [X]   Accelerated filer [ ]   Non-accelerated filer[ ]

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes [ ] No [ X ]

As of April 30, 2007,  the number of shares  outstanding  of the  Registrant's
common stock, $0.01 par value, was 37,629,745.







                              SILGAN HOLDINGS INC.

                               TABLE OF CONTENTS

                                                                       Page No.
                                                                       --------


Part I.  Financial Information                                            3

   Item 1.    Financial Statements                                        3

              Condensed Consolidated Balance Sheets at                    3
              March 31, 2007 and 2006 and December 31, 2006

              Condensed Consolidated Statements of Income for             4
              the three months ended March 31, 2007 and 2006

              Condensed Consolidated Statements of Cash Flows             5
              for the three months ended March 31, 2007 and 2006

              Condensed Consolidated Statements of Stockholders'          6
              Equity for the three months ended March 31, 2007
              and 2006

              Notes to Condensed Consolidated Financial Statements        7

   Item 2.    Management's Discussion and Analysis of Financial          16
              Condition and Results of Operations

   Item 3.    Quantitative and Qualitative Disclosures About Market      21
              Risk

   Item 4.    Controls and Procedures                                    21

Part II. Other Information                                               22

   Item 6.    Exhibits                                                   22

Signatures                                                               23

Exhibit Index                                                            24






                                       -2-





Part I. Financial Information
Item 1. Financial Statements

                                             SILGAN HOLDINGS INC.
                                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                            (Dollars in thousands)





                                                 March 31,       March 31,      Dec. 31,
                                                   2007            2006           2006
                                                   ----            ----           ----
                                               (unaudited)    (unaudited)
                                                                        

Assets

Current assets
     Cash and cash equivalents                 $   22,882      $    8,408     $   16,737
     Trade accounts receivable, net               274,654         215,526        232,429
     Inventories                                  495,223         386,174        426,591
     Prepaid expenses and other current assets     37,094          25,147         41,995
                                               ----------      ----------     ----------
         Total current assets                     829,853         635,255        717,752

Property, plant and equipment, net                904,877         753,221        894,647
Goodwill                                          296,218         201,243        304,393
Other intangible assets, net                       62,741          15,492         47,833
Other assets, net                                  50,363          38,404         43,754
                                               ----------      ----------     ----------
                                               $2,144,052      $1,643,615     $2,008,379
                                               ==========      ==========     ==========



                                                                            
Liabilities and Stockholders' Equity

Current liabilities
     Revolving loans and current
        portion of long-term debt              $  201,069      $  157,346     $   26,417
     Trade accounts payable                       211,786         177,213        299,938
     Accrued payroll and related costs             69,673          59,835         72,205
     Accrued liabilities                           49,506          27,154         34,404
                                               ----------      ----------     ----------
         Total current liabilities                532,034         421,548        432,964

Long-term debt                                    934,274         699,667        929,221
Other liabilities                                 284,586         236,614        279,654


Stockholders' equity
     Common stock                                     430             426            429
     Paid-in capital                              147,871         137,902        146,332
     Retained earnings                            316,060         222,165        295,433
     Accumulated other comprehensive loss         (11,089)        (14,478)       (15,564)
     Treasury stock                               (60,114)        (60,229)       (60,090)
                                               ----------      ----------     ----------
         Total stockholders' equity               393,158         285,786        366,540
                                               ----------      ----------     ----------
                                               $2,144,052      $1,643,615     $2,008,379
                                               ==========      ==========     ==========


                                             See accompanying notes.



                                                      -3-





                                         SILGAN HOLDINGS INC.
                             CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                          For the three months ended March 31, 2007 and 2006
                     (Dollars and shares in thousands, except per share amounts)
                                             (Unaudited)


                                                          2007                2006
                                                          ----                ----
                                                                         

Net sales                                               $650,826            $569,851

Cost of goods sold                                       550,759             498,653
                                                        --------            --------

     Gross profit                                        100,067              71,198

Selling, general and administrative expenses              36,901              29,448

Rationalization charges                                    1,072               2,154
                                                        --------            --------

     Income from operations                               62,094              39,596

Interest and other debt expense                           16,099              11,250
                                                        --------            --------

     Income before income taxes                           45,995              28,346

Provision for income taxes                                17,487              11,168
                                                        --------            --------

     Net income                                         $ 28,508            $ 17,178
                                                        ========            ========


Earnings per share:

     Basic net income per share                            $0.76               $0.46
                                                           =====               =====

     Diluted net income per share                          $0.75               $0.45
                                                           =====               =====

Dividends per share:                                       $0.16               $0.12
                                                           =====               =====

Weighted average number of shares:

     Basic                                                37,613              37,271

     Effect of dilutive securities                           492                 558
                                                          ------              ------

     Diluted                                              38,105              37,829
                                                          ======              ======




                                           See accompanying notes.



                                                    -4-




                                           SILGAN HOLDINGS INC.
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            For the three months ended March 31, 2007 and 2006
                                          (Dollars in thousands)
                                                (Unaudited)



                                                             2007            2006
                                                             ----            ----
                                                                        

Cash flows provided by (used in) operating activities
     Net income                                           $  28,508       $  17,178
     Adjustments to reconcile net income to net cash
       used in operating activities:
         Depreciation and amortization                       32,536          30,016
         Rationalization charges                              1,072           2,154
         Other changes that provided (used) cash,
            net of effects from acquisition:
              Trade accounts receivable, net                (39,543)        (60,792)
              Inventories                                   (66,271)        (68,072)
              Trade accounts payable                          4,755          22,556
              Accrued liabilities                             9,191          14,944
              Other, net                                      7,647          (2,513)
                                                          ---------       ---------
         Net cash used in operating activities              (22,105)        (44,529)
                                                          ---------       ---------

Cash flows provided by (used in) investing activities
     Purchase of business, net of cash acquired              (7,846)           -
     Capital expenditures                                   (37,543)        (26,666)
     Proceeds from asset sales                                   19               9
                                                          ---------       ---------
         Net cash used in investing activities              (45,370)        (26,657)
                                                          ---------       ---------

Cash flows provided by (used in) financing activities
     Borrowings under revolving loans                       288,523         310,550
     Repayments under revolving loans                      (114,723)       (154,050)
     Proceeds from stock option exercises                       442            -
     Changes in outstanding checks - principally vendors    (94,556)        (92,895)
     Dividends paid on common stock                          (6,066)         (4,472)
                                                          ---------       ---------
         Net cash provided by financing activities           73,620          59,133
                                                          ---------       ---------

Cash and cash equivalents
     Net increase (decrease)                                  6,145         (12,053)
     Balance at beginning of year                            16,737          20,461
                                                          ---------       ---------
     Balance at end of period                             $  22,882       $   8,408
                                                          =========       =========


Interest paid                                             $  12,572       $   7,893
Income taxes paid, net                                        5,386           2,560





                                                 See accompanying notes.



                                                          -5-




                                                          SILGAN HOLDINGS INC.
                                                  CONDENSED CONSOLIDATED STATEMENTS OF
                                                          STOCKHOLDERS' EQUITY
                                           For the nine months ended March 31, 2007 and 2006
                                                    (Dollars and shares in thousands)
                                                              (Unaudited)


                                            Common Stock                         Accumulated
                                            ------------                            Other       Unamortized                Total
                                             Shares    Par    Paid-in  Retained Comprehensive      Stock     Treasury  Stockholders'
                                          Outstanding Value   Capital  Earnings (Loss)Income    Compensation   Stock       Equity
                                          ----------- -----   -------  -------- -------------   ------------ --------  -------------
                                                                                                  
Balance at December 31, 2005                 37,266    $426  $139,475  $209,459    $(13,888)      $(1,893)   $(60,229)    $273,350

Comprehensive income:

   Net income                                  --       --       --      17,178        --            --          --         17,178

   Change in fair value of derivatives,
    net of tax benefit of $411                 --       --       --        --          (552)         --          --           (552)

   Foreign currency translation                --       --       --        --           (38)         --          --            (38)
                                                                                                                          --------
Comprehensive income                                                                                                        16,588
                                                                                                                          --------

Dividends declared on common stock             --       --       --      (4,472)       --            --          --         (4,472)

Reversal of unamortized stock
 compensation                                  --       --     (1,893)     --          --           1,893        --           --

Stock compensation expense                     --       --        349      --          --            --          --            349

Net issuance of treasury stock for
 vested restricted stock units,
 including tax benefit of $14                     2     --        (29)     --          --            --          --            (29)
                                             ------    ----  --------  --------    --------       -------    --------     --------

Balance at March 31, 2006                    37,268    $426  $137,902  $222,165    $(14,478)      $  --      $(60,229)    $285,786
                                             ======    ====  ========  ========    ========       =======    ========     ========
Balance at December 31, 2006                 37,588    $429  $146,332  $295,433    $(15,564)      $  --      $(60,090)    $366,540

Comprehensive income:

   Net income                                  --       --       --      28,508        --            --          --         28,508

   Amortization of prior service
    cost and actuarial losses, net
    of tax of $172                             --       --       --        --           276          --          --            276

   Change in fair value of derivatives,
     net of tax of $591                        --       --       --        --           965          --          --            965

   Foreign currency translation, net of
     tax benefit of $1,794                     --       --       --        --         3,234          --          --          3,234
                                                                                                                          --------
Comprehensive income                                                                                                        32,983
                                                                                                                          --------
Adjustment to initially apply
 FIN No. 48                                    --       --       --      (1,815)       --            --          --         (1,815)

Dividends declared on common stock             --       --       --      (6,066)       --            --          --         (6,066)

Stock compensation expense                     --       --        826      --          --            --          --            826

Stock option exercises, including
 tax benefit of $425                             31       1       866      --          --            --          --            867

Net issuance of treasury stock for
  vested restricted stock units,
  including tax benefit of $66                   11     --       (153)     --          --            --           (24)        (177)
                                             ------    ----  --------  --------    --------       -------    --------     --------
Balance at March 31, 2007                    37,630    $430  $147,871  $316,060    $(11,089)      $  --      $(60,114)    $393,158
                                             ======    ====  ========  ========    ========       =======    ========     ========



                                                             See accompanying notes.


                                                                       -6-



                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2007 and 2006 and for the
                      three months then ended is unaudited)


Note 1.        Significant Accounting Policies

Basis  of  Presentation.   The  accompanying  unaudited  condensed  consolidated
financial statements of Silgan Holdings Inc., or Holdings, have been prepared in
accordance  with U.S.  generally  accepted  accounting  principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes required by U.S. generally accepted accounting principles for complete
financial statements.  In the opinion of management,  the accompanying financial
statements  include all adjustments  (consisting of normal  recurring  accruals)
considered necessary for a fair presentation.  The results of operations for any
interim period are not  necessarily  indicative of the results of operations for
the full year.

The Condensed  Consolidated  Balance Sheet at December 31, 2006 has been derived
from our audited  consolidated  financial  statements at that date, but does not
include all of the information and footnotes required by U.S. generally accepted
accounting principles for complete financial statements.

Certain prior years' amounts have been  reclassified to conform with the current
year's presentation.

You should read the accompanying  condensed consolidated financial statements in
conjunction  with  our  consolidated  financial  statements  and  notes  thereto
included in our Annual Report on Form 10-K for the year ended December 31, 2006.

Recently  Adopted  Accounting   Pronouncement.   In  June  2006,  the  Financial
Accounting Standards Board, or FASB, issued FASB Interpretation, or FIN, No. 48,
"Accounting  for  Uncertainty  in  Income  Taxes  - an  interpretation  of  FASB
Statement  No. 109." FIN No. 48 clarifies  the  accounting  for  uncertainty  in
income taxes by prescribing a recognition  threshold and  measurement  attribute
for the financial statement  recognition and measurement of a tax position taken
or  expected  to be taken in a tax  return.  The  interpretation  also  provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods and  disclosure.  We adopted FIN No. 48 on January 1, 2007. As a
result,  we  recognized a reduction to opening  retained  earnings at January 1,
2007 of $1.8 million to recognize additional long-term tax liabilities. See Note
8 for further information.

Recent Accounting Pronouncement. In September 2006, the FASB issued Statement of
Financial  Accounting  Standards,  or SFAS, No. 157, "Fair Value  Measurements."
SFAS No. 157 establishes a single authoritative  definition for fair value, sets
out a framework for  measuring  fair value and requires  additional  disclosures
about fair value  measurements.  SFAS No. 157 is effective  for us on January 1,
2008.  We are  currently  evaluating  the  impact  SFAS No. 157 will have on our
consolidated financial statements.



                                      -7-






                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (Information at March 31, 2007 and 2006 and for the
                     three months then ended is unaudited)


Note 2.        Acquisitions

White Cap
---------

In 2006, we acquired the White Cap closures operations in Europe,  Turkey, China
and the Philippines  from Amcor Limited,  or Amcor. In January 2007, we acquired
the majority share of the White Cap closures operations in Venezuela from Amcor.
The  acquisition  of the  remaining  White Cap closures  operations in Brazil is
subject to the satisfaction of specified  conditions as provided in the purchase
agreement with Amcor.  White Cap is a leading  supplier of an extensive range of
vacuum closures to consumer goods  packaging  companies in the food and beverage
industries. White Cap has been recombined with our previously acquired White Cap
closures  operations  in the United  States to create a global  leader in vacuum
closures for hot filled and retortable food and beverage products.

The White Cap  acquisition  was  accounted  for  using  the  purchase  method of
accounting.  Accordingly,  the purchase  price has been  allocated to the assets
acquired and  liabilities  assumed based on their  estimated  fair values at the
respective  dates of  acquisition,  and the  results  of  operations  have  been
included in our consolidated  financial statements as of the respective dates of
acquisition.  We have completed the valuation of certain assets and  liabilities
including  property,   plant  and  equipment,   intangible  assets  and  pension
obligations.  The valuation of certain other assets and  liabilities is still in
process,  and  therefore  the actual fair value may vary from these  preliminary
estimates.   Adjustments  to  the  acquired  net  assets  resulting  from  final
valuations are not expected to be  significant.  The acquired White Cap closures
operations  have  been  combined  with our  previously  acquired  U.S.  closures
operations that had been reported as part of our metal food containers  business
segment to form a new closures business segment.

Cousins-Currie Limited
----------------------

In December 2006, we acquired  substantially all of the assets of Cousins-Currie
Limited,  or  Cousins-Currie,  a leading  manufacturer  in Canada of larger-size
custom designed plastic containers.

The acquisition of Cousins-Currie was accounted for using the purchase method of
accounting.  Accordingly, the purchase price has been preliminarily allocated to
the assets acquired and liabilities  assumed based on their estimated fair value
at the  acquisition  date.  The valuation of assets and  liabilities is still in
process,  and  therefore  the  actual  fair  values  may vary  from  preliminary
estimates.  We have  engaged  third party  experts to value  certain  intangible
assets.  At March 31, 2007, we  preliminarily  allocated $12.4 million and $15.3
million to goodwill and other intangible assets, respectively.  Other intangible
assets are primarily customer  relationships with an estimated useful life of 19
years.



                                      -8-






                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (Information at March 31, 2007 and 2006 and for the
                     three months then ended is unaudited)


Note 3.        Rationalization Charges

As part of our plans to  rationalize  certain  facilities,  we have  established
reserves for employee  severance and benefits and plant exit costs.  Activity in
our rationalization reserves since December 31, 2006 is summarized as follows:



                                                       Employee      Plant       Non-Cash
                                                       Severance     Exit         Asset
                                                     and Benefits    Costs      Write-Down    Total
                                                     ------------    -----      ----------    -----
                                                                    (Dollars in thousands)
                                                                                   

Balance at December 31, 2006
----------------------------
2001 Fairfield Rationalization Plan                     $  --         $232        $ --       $  232
2006 Rationalization Plans                               4,676         --           --        4,676
                                                        ------        ----        -----      ------
Balance at December 31, 2006                             4,676         232          --        4,908

Activity for the Three Months Ended March 31, 2007
--------------------------------------------------
2001 Fairfield Rationalization Plan                        --          (77)         --          (77)
2006 Rationalization Plan Reserves Established             512           6          554       1,072
2006 Rationalization Plan Reserves Utilized               (248)         (6)        (554)       (808)
                                                        ------        ----        -----      ------
Total Activity                                             264         (77)         --          187

Balance at March 31, 2007
-------------------------
2001 Fairfield Rationalization Plan                        --          155          --          155
2006 Rationalization Plans                               4,940         --           --        4,940
                                                        ------        ----        -----      ------
Balance at March 31, 2007                               $4,940        $155        $ --       $5,095
                                                        ======        ====        =====      ======


2006 Rationalization Plans
--------------------------

In June  2006,  in an effort to  streamline  operations  and  reduce  costs,  we
approved  a  plan  to  exit  our  St.  Paul,   Minnesota  metal  food  container
manufacturing  facility. We expect to exit this facility in the third quarter of
2007.  The plan includes the  termination  of  approximately  60 employees,  the
consolidation of certain operations into existing facilities and the elimination
of the remaining  operations and the exit of the facility.  We estimate that the
total costs for the rationalization of the facility will be $12.8 million. These
costs include $4.6 million of non-cash  pension and  postretirement  curtailment
expense,  $2.6 million of employee severance and special  termination  benefits,
$2.6  million  for plant  exit  costs,  $2.6  million  for the  acceleration  of
depreciation  to write-down the building for sale and equipment for  abandonment
upon the exit of the facility and $0.4  million for the non-cash  write-down  in
carrying value of assets.  As of December 31, 2006, total charges  recognized to
date included $4.6 million of non-cash  pension and  postretirement  curtailment
expense, $1.9 million of employee severance and special termination benefits and
$2.1 million for the non-cash  write-down and  accelerated  depreciation  of the
building and equipment. Rationalization charges recognized during 2007 were $0.2
million for  employee  severance  and benefits and $0.4 million for the non-cash
write-down  and   accelerated   depreciation  of  the  building  and  equipment.
Additional  charges of $3.6 million are expected through 2008. Cash expenditures
of $4.4 million are expected primarily in 2008.



                                      -9-





                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (Information at March 31, 2007 and 2006 and for the
                      three months then ended is unaudited)


Note 3.        Rationalization Charges (continued)

2006 Rationalization Plans (continued)
--------------------------

In October  2006,  we approved  and  announced  to  employees a plan to exit our
Stockton,  California metal food container  manufacturing facility at the end of
the second quarter of 2007.  The plan includes the  termination or relocation of
approximately  110 employees  and other  related  plant exit costs.  We estimate
total  rationalization  charges  for  the  plan  of $4.0  million  for  employee
severance and  benefits,  $1.0 million for plant exit costs and $0.4 million for
the non-cash write-down in carrying value of assets. As of December 31, 2006, we
recognized $3.4 million for employee severance and benefits and $0.1 million for
the non-cash  write down in carrying  value of assets.  Rationalization  charges
recognized during 2007 were $0.3 million for employee severance and benefits and
$0.2 million for the non-cash write-down in carrying value of assets. Additional
charges of $1.4 million are expected  through 2007.  Total cash payments of $5.0
million are expected to be expended through 2008. In addition, we expect to sell
the Stockton  building in 2008 for estimated  proceeds in excess of the net book
value of the facility.

Rationalization  reserves are  included in the  Condensed  Consolidated  Balance
Sheets as follows:

                        March 31,      March 31,    Dec. 31,
                          2007           2006         2006
                          ----           ----         ----
                                (Dollars in thousands)

Accrued liabilities      $1,724          $663        $1,537
Other liabilities         3,371           240         3,371
                         ------          ----        ------
                         $5,095          $903        $4,908
                         ======          ====        ======


Note 4.        Accumulated Other Comprehensive Loss

Accumulated other  comprehensive loss is reported in the Condensed  Consolidated
Statements  of  Stockholders'  Equity.  Amounts  included in  accumulated  other
comprehensive loss consisted of the following:



                                              March 31,      March 31,    Dec. 31,
                                                2007           2006         2006
                                                ----           ----         ----
                                                      (Dollars in thousands)
                                                                     

Foreign currency translation                  $ 16,142       $ 11,521    $ 12,908
Change in fair value of derivatives              2,461          3,561       1,496
Unrecognized net periodic pension and
  other postretirement benefit costs:
     Net service credit                          4,616           --         4,532
     Net actuarial loss                        (34,308)          --       (34,500)
Minimum pension liability                         --          (29,560)       --
                                              --------       --------    --------
  Accumulated other comprehensive loss        $(11,089)      $(14,478)   $(15,564)
                                              ========       ========    ========




                                                -10-




                                 SILGAN HOLDINGS INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Information at March 31, 2007 and 2006 and for the
                         three months then ended is unaudited)


Note 5.        Inventories

Inventories consisted of the following:



                                                 March 31,    March 31,     Dec. 31,
                                                   2007         2006          2006
                                                   ----         ----          ----
                                                        (Dollars in thousands)
                                                                        

  Raw materials                                  $ 70,703     $ 57,132      $ 90,969
  Work-in-process                                  78,697       61,597        68,249
  Finished goods                                  355,682      280,590       276,870
  Spare parts and other                            27,102       16,980        26,711
                                                 --------     --------      --------
                                                  532,184      416,299       462,799
  Adjustment to value domestic inventory
      at cost on the LIFO method                  (36,961)     (30,125)      (36,208)
                                                 --------     --------      --------
                                                 $495,223     $386,174      $426,591
                                                 ========     ========      ========


Note 6.        Long-Term Debt

Long-term debt consisted of the following:


                                                   March 31,    March 31,   Dec. 31,
                                                     2007         2006        2006
                                                     ----         ----        ----
                                                         (Dollars in thousands)
                                                                    

Bank debt
     Bank revolving loans                        $  174,700     $156,500    $   --
     Bank A term loans                              345,000      375,000     345,000
     Bank B term loans                               41,904       83,750      41,904
     Canadian term loans                             77,778       38,763      77,445
     Euro term loans                                267,020         --       262,300
     Other foreign bank revolving loans              25,941         --        25,989
                                                 ----------     --------    --------
        Total bank debt                             932,343      654,013     752,638

Subordinated debt
     6 3/4% Senior Subordinated Notes               200,000      200,000     200,000
     Other                                            3,000        3,000       3,000
                                                 ----------     --------    --------
        Total subordinated debt                     203,000      203,000     203,000
                                                 ----------     --------    --------

Total debt                                        1,135,343      857,013     955,638
     Less current portion                           201,069      157,346      26,417
                                                 ----------     --------    --------
                                                 $  934,274     $699,667    $929,221
                                                 ==========     ========    ========




                                                 -11-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2007 and 2006 and for the
                      three months then ended is unaudited)


Note 6.        Long-Term Debt (continued)

At March 31, 2007,  amounts  expected to be repaid within one year  consisted of
$174.7 million of bank  revolving  loans related  primarily to seasonal  working
capital  needs and $0.4  million  of bank term loans  under our  senior  secured
credit  facility,  or the Credit  Agreement,  and $25.9  million of foreign bank
revolving loans.

In March 2007, we entered into interest  rate swap  agreements  for an aggregate
notional  principal amount of $25 million and Cdn $25 million to fix interest on
variable  rate  debt at 4.90  percent  and  4.20  percent,  respectively.  These
interest rate swaps mature in March 2010,  are accounted for as cash flow hedges
and are with a financial  institution  which is expected to fully  perform under
the terms thereof.

At March 31,  2007,  the  aggregate  notional  principal  amount of  outstanding
interest rate swap agreements was $487 million, of which $127 million matures in
2007 (non-U.S.  dollar  agreements  have been  translated  into U.S.  dollars at
exchange rates in effect at the balance sheet date).


Note 7.        Retirement Benefits

The components of the net periodic benefit cost for the three months ended March
31 are as follows:




                                                                        Other
                                          Pension Benefits      Postretirement Benefits
                                          ----------------      -----------------------
                                         2007          2006         2007      2006
                                         ----          ----         ----      ----
                                                    (Dollars in thousands)

                                                                  

   Service cost                        $ 3,662       $ 3,399       $ 244     $ 318
   Interest cost                         6,160         5,456         946       903
   Expected return on plan assets       (7,678)       (6,883)        --        --
   Amortization of prior service cost      577           785        (442)     (556)
   Amortization of actuarial losses        173           796         140       211
                                       -------       -------       -----     -----
   Net periodic benefit cost           $ 2,894       $ 3,553       $ 888     $ 876
                                       =======       =======       =====     =====


As  previously  disclosed in our  consolidated  financial  statements  and notes
thereto  included in our Annual Report on Form 10-K for the year ended  December
31, 2006, based on current tax law, there are no minimum required  contributions
to our  pension  plans in 2007.  However,  this is subject to change  based on a
number  of  factors,   including  in  the  event  that  asset   performance   is
significantly below the assumed long-term rate of return on plan assets.  During
the first three  months of 2007,  we made no  contributions  to fund our pension
plans.



                                               -12-



                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2007 and 2006 and for the
                      three months then ended is unaudited)


Note 8.        Income Taxes

We adopted  the  provisions  of FIN No. 48 on January 1, 2007.  As a result,  we
recognized an increase in the liability  for  unrecognized  tax benefits of $1.8
million,  which was accounted  for as an  adjustment  to the opening  balance of
retained  earnings  at January 1, 2007.  The total  amount of  unrecognized  tax
benefits as of January 1, 2007,  including the cumulative effect of the adoption
of FIN No. 48, was $30.9 million, of which $15.8 million represented liabilities
that if recognized would impact the effective tax rate.

Holdings and its subsidiaries  file U.S. Federal income tax returns,  as well as
income tax returns in various  states and foreign  jurisdictions.  With  limited
exceptions  and  due to the  impact  of net  operating  loss  and  other  credit
carryforwards,  we may  be  effectively  subject  to  U.S.  Federal  income  tax
examinations  for periods after 1990. We are subject to examination by state and
local tax  authorities  generally for the period  mandated by statute,  with the
exception of states where waivers of the statute limitations have been executed.
These  states and the  earliest  open period  include  Wisconsin  (1995),  Texas
(2001),  New York  (2001) and  Indiana  (2002).  Our  foreign  subsidiaries  are
generally not subject to examination by tax authorities for periods before 2001,
and we have  contractual  indemnities  with third  parties  with respect to open
periods that predate our ownership of certain foreign  subsidiaries.  Subsequent
periods may be examined by the relevant tax  authorities.  The Internal  Revenue
Service,  or IRS,  commenced  an  examination  in the fourth  quarter of 2006 of
Holdings'  income tax return for the period  ended  December  31,  2004 which it
expects to complete  in 2008.  To date,  the IRS has not raised any  adjustments
that would result in a material impact to our consolidated financial statements.

We recognize  accrued  interest and penalties  related to unrecognized  taxes as
additional  tax expense.  At December 31, 2006, we had $1.1 million  accrued for
potential interest and penalties.


Note 9.        Dividends

On March 19,  2007,  we paid a quarterly  cash  dividend on our common  stock of
$0.16 per share,  as approved by our Board of  Directors.  The cash  payment for
this dividend totaled $6.1 million.

On May 8, 2007,  our Board of Directors  declared a quarterly cash dividend on
our common  stock of $0.16 per share,  payable on June 15,  2007 to holders of
record of our common stock on June 1, 2007. The cash payment for this dividend
is expected to be approximately $6.1 million.



                                      -13-





                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2007 and 2006 and for the
                      three months then ended is unaudited)


Note 10.       Treasury Stock

In the first  quarter of 2007,  we issued  16,560  treasury  shares which had an
average cost of $13.25 per share for  restricted  stock units that vested during
the period.  In accordance  with the Silgan  Holdings Inc. 2004 Stock  Incentive
Plan,  we  repurchased  5,057  shares of our common  stock at an average cost of
$48.19 to satisfy employee  withholding tax requirements  resulting from certain
restricted stock units becoming vested. We account for the treasury shares using
the  first-in,  first-out  (FIFO) cost method.  As of March 31, 2007,  5,324,563
shares were held in treasury.


Note 11.       Stock-Based Compensation

We currently have one stock-based  compensation  plan in effect,  under which we
have  issued  options and  restricted  stock  units to our  officers,  other key
employees  and  outside  directors.  We apply the  recognition  and  measurement
principles of SFAS No. 123(R), "Share-Based Payment," which requires recognition
of compensation  expense in an amount equal to the fair value of the share-based
payment.

During the first three months of 2007, we granted 56,800  restricted stock units
to certain of our officers and key employees.  These restricted stock units vest
ratably over a five-year  period from the date of grant. The fair value of these
units at the date of grant was $2.8 million.



                                      -14-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (Information at March 31, 2007 and 2006 and for the
                     three months then ended is unaudited)


Note 12.       Business Segment Information

Reportable  business segment  information for the three months ended March 31 is
as follows:



                                                   Metal Food         Plastic
                                                   Containers(1)(2) Containers(3)    Closures(1)   Corporate        Total
                                                   ----------       ----------       --------      ---------        -----
                                                                     (Dollars in thousands)
                                                                                                         

2007
----
Net sales                                           $345,628         $162,410        $142,788       $   --        $650,826
Depreciation and amortization (4)                     14,769           10,309           6,707           421         32,206
Segment income from operations                        28,767           19,816          15,823        (2,312)        62,094

2006
----
Net sales                                           $334,760         $163,178         $71,913       $   --        $569,851
Depreciation and amortization (4)                     16,663           10,545           2,541            18         29,767
Segment income from operations                        18,212           13,778          10,586        (2,980)        39,596


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

     (1)  In  connection  with our June 2006 White Cap  acquisition,  prior year
          results  have been  restated  to  present  our new  closures  business
          segment.
     (2)  Segment income from  operations  includes  rationalization  charges of
          $1.1 million for the three months ended March 31, 2007.
     (3)  Segment income from operations  includes a  rationalization  charge of
          $2.2 million for the three months ended March 31, 2006.
     (4)  Depreciation and amortization  excludes  amortization of debt issuance
          costs of $0.3  million  and $0.2  million for the three  months  ended
          March 31, 2007 and 2006, respectively.

Total segment income from operations is reconciled to income before income taxes
for the three months ended March 31 as follows:

                                                    2007        2006
                                                    ----        ----
                                                 (Dollars in thousands)

       Total segment income from operations       $62,094     $39,596
       Interest and other debt expense             16,099      11,250
                                                  -------     -------
         Income before income taxes               $45,995     $28,346
                                                  =======     =======



                                                        -15-




Item 2.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Statements  included in  "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations"  and elsewhere in this Quarterly  Report on
Form 10-Q 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  Securities  Exchange Act of 1934.  Such  forward-looking
statements are made based upon management's  expectations and beliefs concerning
future events impacting us and therefore  involve a number of uncertainties  and
risks,  including,  but not limited to, those  described in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2006 and our other filings with
the Securities and Exchange  Commission.  As a result, the actual results of our
operations  or our  financial  condition  could  differ  materially  from  those
expressed or implied in these forward-looking statements.


General

We are a leading  manufacturer  of metal and plastic  consumer  goods  packaging
products.  We  produce  steel and  aluminum  containers  for human and pet food;
custom designed plastic containers, tubes and closures for personal care, health
care,  pharmaceutical,  household  and  industrial  chemical,  food,  pet  care,
agricultural  chemical,  automotive  and marine  chemical  products;  and metal,
composite and plastic vacuum closures for food and beverage products. We are the
largest  manufacturer  of metal  food  containers  in North  America,  a leading
manufacturer  of plastic  containers  in North America for a variety of markets,
including the personal care, health care,  household and industrial chemical and
pet care markets, and a leading worldwide  manufacturer of metal,  composite and
plastic vacuum closures for food and beverage products.

Our objective is to increase shareholder value by efficiently  deploying capital
and management  resources to grow our business,  reduce operating  costs,  build
sustainable competitive positions,  or franchises,  and to complete acquisitions
that generate  attractive  cash returns.  We have grown our net sales and income
from operations over the years,  largely through  acquisitions  but also through
internal growth,  and we continue to evaluate  acquisition  opportunities in the
consumer goods packaging  market.  However,  in the absence of such  acquisition
opportunities,  we  intend to use our cash flow to repay  debt.  If  acquisition
opportunities are not identified over a longer period of time, we would consider
other  permitted  uses of our cash flow,  such as  repurchases  of shares of our
common stock or increased dividends to our stockholders.

During 2006, we acquired the White Cap closures  operations  in Europe,  Turkey,
China and the  Philippines  from Amcor.  The  majority of this  acquisition  was
completed in June 2006. In January  2007, we acquired the majority  share of the
White Cap closures  operations in Venezuela from Amcor.  The  acquisition of the
remaining White Cap closures operations in Brazil is subject to the satisfaction
of specified  conditions as provided in the purchase agreement with Amcor. White
Cap is a leading  supplier of an extensive  range of vacuum closures to consumer
goods  packaging  companies in the food and beverage  industries.  White Cap has
been  recombined with our previously  acquired White Cap closures  operations in
the United  States to create a global  leader in vacuum  closures for hot filled
and retortable food and beverage products.

In December 2006, we acquired substantially all of the assets of Cousins-Currie,
a  leading  manufacturer  in  Canada  of  larger-size  custom  designed  plastic
containers.


                                      -16-




RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed
as a percentage of net sales for the three months ended March 31:

                                                    2007       2006
                                                    ----       ----
Net sales
  Metal food containers(1)                          53.1%      58.8%
  Plastic containers                                25.0       28.6
  Closures(1)                                       21.9       12.6
                                                   -----      -----
     Consolidated                                  100.0      100.0
Cost of goods sold                                  84.6       87.5
                                                   -----      -----
Gross profit                                        15.4       12.5
Selling, general and administrative expenses         5.7        5.2
Rationalization charges                              0.2        0.4
                                                   -----      -----
Income from operations                               9.5        6.9
Interest and other debt expense                      2.4        2.0
                                                   -----      -----
Income before income taxes                           7.1        4.9
Provision for income taxes                           2.7        1.9
                                                   -----      -----
Net income                                           4.4%       3.0%
                                                   =====      =====


Summary unaudited results of operations for the three months ended March 31 are
provided below.

                                     2007           2006
                                     ----           ----
                                    (Dollars in millions)

Net sales
     Metal food containers(1)       $345.6         $334.8
     Plastic containers              162.4          163.2
     Closures(1)                     142.8           71.9
                                    ------         ------
        Consolidated                $650.8         $569.9
                                    ======         ======

Income from operations
     Metal food containers(1)(2)    $ 28.8         $ 18.2
     Plastic containers(3)            19.8           13.8
     Closures(1)                      15.8           10.6
     Corporate                        (2.3)          (3.0)
                                    ------         ------
        Consolidated                $ 62.1         $ 39.6
                                    ======         ======


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

     (1)  In  connection  with our June 2006 White Cap  acquisition,  prior year
          results  have been  restated  to  present  our new  closures  business
          segment.
     (2)  Includes rationalization charges of $1.1 million recorded in 2007.
     (3)  Includes a rationalization charge of $2.2 million recorded in 2006.



                                      -17-




Three  Months  Ended March 31, 2007  Compared  with Three Months Ended March 31,
2006

Overview.  Consolidated  net sales were $650.8  million in the first  quarter of
2007,  representing a 14.2 percent  increase as compared to the first quarter of
2006 due  primarily to the inclusion of the  acquisitions  completed in 2006 and
higher average selling prices in the metal food container  business  principally
resulting  from the pass through of higher raw  material and other  inflationary
costs.  Income from  operations  for the first  quarter of 2007 of $62.1 million
increased by $22.5 million,  or 56.8 percent,  as compared to the same period in
2006 due to higher income from operations across each operating segment, largely
as a result of the acquisitions  completed in 2006,  continued  benefits of cost
reductions and the contractual pass through of inflation in other  manufacturing
costs and the benefits resulting from a provisional inventory build in the metal
food container business.  Results for 2007 included  rationalization  charges of
$1.1 million in the metal food container  business.  Results for 2006 included a
rationalization  charge of $2.2 million in the plastic container  business.  Net
income for the first  quarter of 2007 was $28.5  million,  or $0.75 per  diluted
share,  as compared to $17.2 million,  or $0.45 per diluted share,  for the same
period in 2006.

Net Sales.  The $80.9 million  increase in  consolidated  net sales in the first
quarter  of 2007 as  compared  to the first  quarter  of 2006 was the  result of
higher net sales in both the metal food container and closures businesses.

Net sales for the metal food container business increased $10.8 million,  or 3.2
percent,  in the first  quarter of 2007 as  compared to the same period in 2006.
This increase was primarily attributable to higher average selling prices due to
the pass through of inflation in raw material and other manufacturing costs.

Net sales for the  plastic  container  business  in the  first  quarter  of 2007
decreased $0.8 million,  or 0.5 percent, as compared to the same period in 2006.
This decrease was primarily a result of lower average selling prices as a result
of the pass through to customers of lower raw material costs and the impact from
the rationalization of the Valencia,  California  manufacturing  facility in the
second  quarter  of  2006,  largely  offset  by  the  inclusion  of  sales  from
Cousins-Currie.

Net sales for the closures business increased $70.9 million in the first quarter
of 2007 as compared  to the same  period in 2006.  The  increase  was  primarily
attributable to the White Cap acquisition during 2006.

Gross  Profit.  Gross profit  margin  increased  2.9  percentage  points to 15.4
percent in the first  quarter of 2007 as compared to the same period in 2006 for
the reasons discussed below in "Income from Operations."

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses as a percentage of consolidated net sales increased 0.5
percentage  points to 5.7 percent  for the first  quarter of 2007 as compared to
5.2 percent for the same period in 2006,  due  primarily to the inclusion of the
international  closures  operations  which  incur  such  expenses  at  a  higher
percentage of its sales than our other operations.

Income from  Operations.  Income from  operations  for the first quarter of 2007
increased  by  $22.5  million  as  compared  to the  first  quarter  of 2006 and
operating  margin  increased  to 9.5  percent  from  6.9  percent  over the same
periods.



                                      -18-



Income  from  operations  of the metal  food  container  business  for the first
quarter of 2007  increased  $10.6 million,  or 58.2 percent,  as compared to the
same period in 2006,  and  operating  margin  increased  to 8.3 percent from 5.4
percent  over the same  periods.  The  increase  in income from  operations  and
operating  margin was primarily due to improved  manufacturing  performance  and
ongoing  cost  reduction  initiatives,   the  lagged  contractual  pass  through
beginning  in the  second  half  of  2006  of  significant  inflation  in  other
manufacturing  costs and benefits  derived from a  provisional  inventory  build
during  the  quarter  in  advance  of  union  contract  negotiations  and  plant
rationalizations.  We expect the benefits from the  provisional  inventory build
that began in the fourth quarter of 2006 and continued into the first quarter of
2007 to reverse in the latter half of 2007 as we utilize such inventory. Results
for 2007 also included  rationalization  charges of $1.1 million for the ongoing
elements of rationalizations of the St. Paul, Minnesota and Stockton, California
metal food container manufacturing facilities.

Income from operations of the plastic  container  business for the first quarter
of 2007 increased $6.0 million,  or 43.5 percent, as compared to the same period
in 2006,  and operating  margin  increased to 12.2 percent from 8.5 percent over
the same periods.  These  increases  were  primarily a result of continued  cost
reductions including from the closing of the Valencia,  California manufacturing
facility,  the impact from the  Cousins-Currie  acquisition and  rationalization
charges in 2006 of $2.2 million.

Income from  operations  of the closures  business for the first quarter of 2007
increased $5.2 million,  or 49.1 percent, as compared to the same period in 2006
due primarily to the inclusion of the international operations. Operating margin
for the first  quarter of 2007  decreased  to 11.1 percent from 14.7 percent for
the same period in 2006 due  primarily  to the  inclusion  of the  international
operations,  which generally incur selling,  general and administrative expenses
at a higher percentage of sales as compared to the domestic operations.

Interest and Other Debt  Expense.  Interest and other debt expense for the first
quarter of 2007  increased $4.8 million to $16.1 million as compared to the same
period in 2006. This increase resulted  primarily from higher average borrowings
as a result of the 2006  acquisitions  and the effects of higher market interest
rates.


CAPITAL RESOURCES AND LIQUIDITY

Our principal sources of liquidity have been cash from operations and borrowings
under our debt  instruments,  including  our  Credit  Agreement.  Our  liquidity
requirements  arise  primarily  from  our  obligations  under  the  indebtedness
incurred  in  connection  with  our  acquisitions  and the  refinancing  of that
indebtedness,  capital  investment in new and existing equipment and the funding
of our seasonal working capital needs.

For the three months ended March 31, 2007,  we used net  borrowings of revolving
loans of $173.8 million and proceeds from stock option exercises of $0.4 million
to fund cash used in  operations  of $22.1  million  primarily  for our seasonal
working  capital  needs,  net  capital   expenditures  of  $37.5  million,   our
acquisition  of the White Cap  operations in Venezuela of $7.8  million,  net of
cash acquired,  decreases in  outstanding  checks of $94.6 million and dividends
paid on our common stock of $6.1 million and to increase  cash  balances by $6.1
million.

For the three months ended March 31, 2006,  we used net  borrowings of revolving
loans of $156.5  million and cash balances of $12.1 million to fund cash used in
operations of $44.5 million  primarily for our seasonal  working  capital needs,
net capital  expenditures of $26.7 million,  decreases in outstanding  checks of
$92.9 million and dividends paid on our common stock of $4.5 million.



                                      -19-



Because we sell metal containers used in fruit and vegetable pack processing, we
have  seasonal  sales.  As is common in the  industry,  we must utilize  working
capital to build inventory and then carry accounts receivable for some customers
beyond the end of the packing season. Due to our seasonal requirements, we incur
short-term indebtedness to finance our working capital requirements.

At March 31, 2007, we had $174.7 million of revolving  loans  outstanding  under
the Credit Agreement.  After taking into account  outstanding letters of credit,
the available  portion of the revolving loan facility under the Credit Agreement
at March 31, 2007 was $232.6  million.  We may use the available  portion of our
revolving  loan  facility,  after  taking into  account our  seasonal  needs and
outstanding  letters of credit,  for  acquisitions or other permitted  purposes.
During 2007, we estimate that we will utilize  approximately $275 - $325 million
of revolving  loans under the Credit  Agreement  for our peak  seasonal  working
capital requirements.

On May 8, 2007, our Board of Directors declared a quarterly cash dividend on our
common  stock of $0.16 per share,  payable on June 15, 2007 to holders of record
of our common  stock on June 1, 2007.  The cash  payment  for this  dividend  is
expected to be approximately $6.1 million.

We  believe  that cash  generated  from  operations  and funds  from  borrowings
available  under the Credit  Agreement  will be  sufficient to meet our expected
operating needs,  planned capital  expenditures,  debt service, tax obligations,
share repurchases  required under our 2004 Stock Incentive Plan and common stock
dividends  for the  foreseeable  future.  We continue  to  evaluate  acquisition
opportunities  in the consumer goods packaging  market and may incur  additional
indebtedness,  including indebtedness under the Credit Agreement, to finance any
such acquisition.

We are in compliance with all financial and operating covenants contained in our
financing  agreements  and believe  that we will  continue  to be in  compliance
during 2007 with all of these covenants.

Rationalization Charges

In 2006,  we announced  our plans to exit our St. Paul,  Minnesota and Stockton,
California metal food container manufacturing  facilities. We expect to exit our
St. Paul  facility  in the third  quarter of 2007.  We incurred  charges of $0.6
million in the first  quarter of 2007 related to this  facility  rationalization
and expect to incur an additional $3.6 million of charges  primarily  related to
plant exit costs. We expect to exit our Stockton  facility in the second quarter
of 2007.  We  incurred  charges  of $0.5  million  in the first  quarter of 2007
related to this facility  rationalization and expect to incur an additional $1.4
million of charges primarily related to plant exit costs.

Under our rationalization  plans, we made cash payments of $0.3 million and $0.1
million for the three months ended March 31, 2007 and 2006, respectively.  Total
future  cash   spending  of  $9.5  million  is  expected  for  our   outstanding
rationalization plans.

You should also read Note 3 to our Condensed  Consolidated  Financial Statements
for the three months ended March 31, 2007 included  elsewhere in this  Quarterly
Report.

We continually evaluate cost reduction opportunities in our business,  including
rationalizations   of  our  existing   facilities  through  plant  closings  and
downsizings.  We use a  disciplined  approach  to  identify  opportunities  that
generate attractive cash returns.



                                      -20-



RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the FASB issued FIN No. 48,  "Accounting for Uncertainty in Income
Taxes - an  interpretation  of FASB Statement No. 109." FIN No. 48 clarifies the
accounting  for  uncertainty  in  income  taxes  by  prescribing  a  recognition
threshold and measurement  attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. The
interpretation also provides guidance on derecognition, classification, interest
and penalties,  accounting in interim periods and disclosure. We adopted FIN No.
48 on January 1, 2007. Our adoption of FIN No. 48 did not have a material impact
on our  consolidated  financial  statements.  You should also read Note 8 to our
Condensed Consolidated Financial Statements for the three months ended March 31,
2007 included elsewhere in this Quarterly Report.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS
No. 157 establishes a single authoritative definition for fair value, sets out a
framework for measuring  fair value and requires  additional  disclosures  about
fair value measurements. SFAS No. 157 is effective for us on January 1, 2008. We
are currently  evaluating the impact SFAS No. 157 will have on our  consolidated
financial statements.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

Market  risks  relating  to our  operations  result  primarily  from  changes in
interest rates and, with respect to our  international  closures  operations and
our Canadian plastic container operations, from foreign currency exchange rates.
In the normal course of business, we also have limited risk related to commodity
price changes for items such as natural gas. We employ established  policies and
procedures  to manage  our  exposure  to these  risks.  Interest  rate,  foreign
currency  and  commodity  pricing  transactions  are  used  only  to the  extent
considered  necessary  to meet  our  objectives.  We do not  utilize  derivative
financial instruments for trading or other speculative purposes.

Information  regarding our interest rate risk,  foreign  currency  exchange rate
risk and commodity  pricing risk has been disclosed in our Annual Report on Form
10-K for the fiscal year ended December 31, 2006. Since such filing,  other than
as disclosed in Note 6 to our Condensed  Consolidated  Financial  Statements for
the three  months  ended March 31, 2007  included  elsewhere  in this  Quarterly
Report,  there has not been a material change to our interest rate risk, foreign
currency  exchange  rate risk or  commodity  pricing risk or to our policies and
procedures to manage our exposure to these risks.


Item 4.  CONTROLS AND PROCEDURES
         -----------------------

We carried out an evaluation,  under the supervision and with the  participation
of  management,  including  our Chief  Executive  Officer  and  Chief  Financial
Officer,  of the  effectiveness  of our  disclosure  controls and procedures (as
defined in Rule  13a-15(e) of the Securities  Exchange Act of 1934).  Based upon
that  evaluation,  as of the end of the period covered by this Quarterly  Report
our Chief  Executive  Officer and Chief  Financial  Officer  concluded  that the
disclosure  controls and  procedures are effective in ensuring that all material
information  required to be  disclosed  in this  Quarterly  Report has been made
known to them in a timely fashion.



                                      -21-



There were no changes in our internal  controls over financial  reporting during
the period covered by this Quarterly  Report that have materially  affected,  or
are reasonably  likely to materially  affect,  these internal  controls.  We are
currently in the process of integrating the internal  controls and procedures of
White  Cap  and  Cousins-Currie   into  our  internal  controls  over  financial
reporting.  As provided under the  Sarbanes-Oxley Act of 2002 and the applicable
rules and regulations of the Securities and Exchange Commission, we will include
the internal  controls and  procedures  of White Cap and  Cousins-Currie  in our
annual  assessment of the  effectiveness  of our internal control over financial
reporting for our 2007 fiscal year.


Part II.  Other Information


Item 6.  Exhibits

Exhibit Number                         Description
--------------                         -----------


     12             Ratio of  Earnings  to Fixed  Charges  for the three  months
                    ended March 31, 2007 and 2006.

     31.1           Certification  by the Chief  Executive  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act.

     31.2           Certification  by the Chief  Financial  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act.

     32.1           Certification  by the Chief  Executive  Officer  pursuant to
                    Section 906 of the Sarbanes-Oxley Act.

     32.2           Certification  by the Chief  Financial  Officer  pursuant to
                    Section 906 of the Sarbanes-Oxley Act.



                                      -22-







                                   SIGNATURES


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




                                           SILGAN HOLDINGS INC.



Dated:  May 10, 2007                       /s/Robert B. Lewis
                                           ------------------------------------
                                           Robert B. Lewis
                                           Executive Vice President and
                                           Chief Financial Officer



                                      -23-










                                  EXHIBIT INDEX


EXHIBIT NO.                              EXHIBIT
-----------                              -------

    12              Ratio of  Earnings  to Fixed  Charges  for the three  months
                    ended March 31, 2007 and 2006.

    31.1            Certification  by the Chief  Executive  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act.
-
    31.2            Certification  by the Chief  Financial  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act.

    32.1            Certification  by the Chief  Executive  Officer  pursuant to
                    Section 906 of the Sarbanes-Oxley Act.

    32.2            Certification  by the Chief  Financial  Officer  pursuant to
                    Section 906 of the Sarbanes-Oxley Act.



                                      -24-