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 June 30, 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 July 31, 2007,  the number of shares  outstanding  of the  Registrant's
common stock, $0.01 par value, was 37,672,997.






                              SILGAN HOLDINGS INC.

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------


Part I.  Financial Information                                               3

         Item 1.    Financial Statements                                     3

                    Condensed Consolidated Balance Sheets                    3
                    at June 30, 2007 and 2006 and December 31, 2006

                    Condensed Consolidated Statements of Income              4
                    for the three months ended June 30, 2007 and 2006

                    Condensed Consolidated Statements of Income              5
                    for the six months ended June 30, 2007 and 2006

                    Condensed Consolidated Statements of Cash Flows          6
                    for the six months ended June 30, 2007 and 2006

                    Condensed Consolidated Statements of Stockholders'       7
                    Equity for the six months ended June 30, 2007 and 2006

                    Notes to Condensed Consolidated Financial Statements     8

         Item 2.    Management's Discussion and Analysis of Financial       19
                    Condition and Results of Operations

         Item 3.    Quantitative and Qualitative Disclosures About          26
                    Market Risk

         Item 4.    Controls and Procedures                                 26

Part II. Other Information                                                  26

         Item 4.    Submission of Matters to a Vote of Security Holders     26

         Item 6.    Exhibits                                                27

Signatures                                                                  28

Exhibit Index                                                               29






                                       -2-





Part I. Financial Information
Item 1. Financial Statements

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





                                                     June 30,        June 30,      Dec. 31,
                                                       2007            2006          2006
                                                       ----            ----          ----
                                                   (unaudited)     (unaudited)
                                                                            
Assets

Current assets
     Cash and cash equivalents                      $   25,272      $   23,900    $   16,737
     Trade accounts receivable, net                    320,341         301,718       232,429
     Inventories                                       548,289         494,799       426,591
     Prepaid expenses and other current assets          32,827          28,705        41,995
                                                    ----------      ----------    ----------
         Total current assets                          926,729         849,122       717,752

Property, plant and equipment, net                     913,271         865,641       894,647
Goodwill                                               298,486         236,660       304,393
Other intangible assets, net                            63,011          98,398        47,833
Other assets, net                                       57,519          41,000        43,754
                                                    ----------      ----------    ----------
                                                    $2,259,016      $2,090,821    $2,008,379
                                                    ==========      ==========    ==========



Liabilities and Stockholders' Equity

Current liabilities
     Revolving loans and current
       portion of long-term debt                    $  261,688     $  217,169     $   26,417
     Trade accounts payable                            208,219        219,448        299,938
     Accrued payroll and related costs                  70,349         67,434         72,205
     Accrued liabilities                                62,536         39,204         34,404
                                                    ----------     ----------     ----------
         Total current liabilities                     602,792        543,255        432,964

Long-term debt                                         942,605        953,692        929,221
Other liabilities                                      290,024        294,634        279,654


Stockholders' equity
     Common stock                                          430            427            429
     Paid-in capital                                   149,586        141,245        146,332
     Retained earnings                                 336,733        234,009        295,433
     Accumulated other comprehensive loss               (3,109)       (16,306)       (15,564)
     Treasury stock                                    (60,045)       (60,135)       (60,090)
                                                    ----------     ----------     ----------
         Total stockholders' equity                    423,595        299,240        366,540
                                                    ----------     ----------     ----------
                                                    $2,259,016     $2,090,821     $2,008,379
                                                    ==========     ==========     ==========


                             See accompanying notes.



                                       -3-




                              SILGAN HOLDINGS INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                For the three months ended June 30, 2007 and 2006
           (Dollars and shares in thousands, except per share amounts)
                                   (Unaudited)



                                                      2007                2006
                                                      ----                ----
                                                                   

Net sales                                           $683,526            $597,212
Cost of goods sold                                   584,282             521,914
                                                    --------            --------
     Gross profit                                     99,244              75,298

Selling, general and administrative expenses          38,475              29,230
Rationalization charges                                2,305               6,197
                                                    --------            --------
     Income from operations                           58,464              39,871

Interest and other debt expense                       16,909              14,199
                                                    --------            --------
     Income before income taxes                       41,555              25,672

Provision for income taxes                            14,810               9,305
                                                    --------            --------
     Net income                                     $ 26,745            $ 16,367
                                                    ========            ========


Earnings per share:
     Basic net income per share                        $0.71               $0.44
                                                       =====               =====
     Diluted net income per share                      $0.70               $0.43
                                                       =====               =====


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


Weighted average number of shares:
      Basic                                           37,654              37,354
      Effect of dilutive securities                      508                 524
                                                      ------              ------
      Diluted                                         38,162              37,878
                                                      ======              ======




                             See accompanying notes.

                                      -4-






                              SILGAN HOLDINGS INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 For the six months ended June 30, 2007 and 2006
           (Dollars and shares in thousands, except per share amounts)
                                   (Unaudited)





                                                      2007                2006
                                                      ----                ----
                                                                    

Net sales                                          $1,334,351          $1,167,063
Cost of goods sold                                  1,135,040           1,020,567
                                                   ----------          ----------
     Gross profit                                     199,311             146,496

Selling, general and administrative expenses           75,375              58,679
Rationalization charges                                 3,377               8,350
                                                   ----------          ----------
     Income from operations                           120,559              79,467

Interest and other debt expense                        33,008              25,449
                                                   ----------          ----------
     Income before income taxes                        87,551              54,018

Provision for income taxes                             32,298              20,473
                                                   ----------          ----------
     Net income                                    $   55,253          $   33,545
                                                   ==========          ==========


Earnings per share:
     Basic net income per share                         $1.47               $0.90
                                                        =====               =====
     Diluted net income per share                       $1.45               $0.89
                                                        =====               =====


Dividends per share:                                    $0.32               $0.24
                                                        =====               =====


Weighted average number of shares:
     Basic                                             37,634              37,313
     Effect of dilutive securities                        500                 540
                                                       ------              ------
     Diluted                                           38,134              37,853
                                                       ======              ======




                             See accompanying notes.


                                      -5-





                              SILGAN HOLDINGS INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the six months ended June 30, 2007 and 2006
                             (Dollars in thousands)
                                   (Unaudited)





                                                                    2007                2006
                                                                    ----                ----

                                                                                 


Cash flows provided by (used in) operating activities
     Net income                                                 $  55,253           $  33,545
     Adjustments to reconcile net income to net cash
       used in operating activities:
         Depreciation and amortization                             66,783              62,087
         Rationalization charges                                    3,377               8,350
         Other changes that provided (used) cash, net
           of effects from acquisitions:
              Trade accounts receivable, net                      (82,569)            (99,262)
              Inventories                                        (117,290)           (116,860)
              Trade accounts payable                                  872              43,465
              Accrued liabilities                                  19,522              23,083
              Other, net                                           15,883              (2,897)
                                                                ---------           ---------
         Net cash used in operating activities                    (38,169)            (48,489)
                                                                ---------           ---------

Cash flows provided by (used in) investing activities
     Purchases of businesses, net of cash acquired                 (7,846)           (257,845)
     Capital expenditures                                         (75,420)            (58,728)
     Proceeds from asset sales                                      2,546                 389
                                                                ---------           ---------
         Net cash used in investing activities                    (80,720)           (316,184)
                                                                ---------           ---------

Cash flows provided by (used in) financing activities
     Borrowings under revolving loans                             500,623             569,773
     Repayments under revolving loans                            (266,632)           (353,450)
     Proceeds from stock option exercises                             789               1,533
     Changes in outstanding checks - principally vendors          (96,078)            (96,989)
     Proceeds from issuance of long-term debt                        --               257,600
     Dividends paid on common stock                               (12,138)             (8,995)
     Excess tax benefit from stock-based compensation                 860                 918
     Debt issuance costs                                             --                (2,278)
                                                                ---------           ---------
         Net cash provided by financing activities                127,424             368,112
                                                                ---------           ---------

Cash and cash equivalents
     Net increase                                                   8,535               3,439
     Balance at beginning of year                                  16,737              20,461
                                                                ---------           ---------
     Balance at end of period                                   $  25,272           $  23,900
                                                                =========           =========

Interest paid, net                                              $  26,953           $  24,945
Income taxes paid, net                                             12,757               4,110




                             See accompanying notes.

                                      -6-







                                                          SILGAN HOLDINGS INC.
                                                  CONDENSED CONSOLIDATED STATEMENTS OF
                                                          STOCKHOLDERS' EQUITY
                                            For the six months ended June 30, 2007 and 2006
                                                    (Dollars and shares in thousands)
                                                               (Unaudited)


                                           Common Stock                          Accumulated
                                           ------------       Paid-                 Other       Unamortized                Total
                                            Shares    Par      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                                 --       --       --      33,545        --             --          --         33,545

   Change in fair value of derivatives,
    net of tax benefit  of $595               --       --       --        --          (833)          --          --           (833)

   Foreign currency translation, net
     of tax provision of $1,850               --       --       --        --        (1,585)          --          --         (1,585)
                                                                                                                          --------
Comprehensive income                                                                                                        31,127
                                                                                                                          --------

Dividends declared on common stock            --       --       --      (8,995)       --             --          --         (8,995)

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

Stock compensation expense                    --       --        952      --          --             --          --            952

Stock option exercises, including
  tax benefit of $1,281                        124       1     2,813      --          --             --          --          2,814

Net issuance of treasury stock for
 vested restricted stock units,
 including tax benefit of $35                    9     --       (102)     --          --             --            94           (8)
                                            ------    ----  --------  --------    --------        -------    --------     --------
Balance at June 30, 2006                    37,399    $427  $141,245  $234,009    $(16,306)       $  --      $(60,135)    $299,240
                                            ======    ====  ========  ========    ========        =======    ========     ========

Balance at December 31, 2006                37,588    $429  $146,332  $295,433    $(15,564)       $  --      $(60,090)    $366,540

Comprehensive income:

   Net income                                 --       --       --      55,253        --             --          --         55,253

   Amortization of prior service
     cost and actuarial losses, net
     of tax provision of $373                 --       --       --        --           609           --          --            609

   Change in fair value of derivatives,
     net of tax provision of $2,956           --       --       --        --         4,920           --          --          4,920

   Foreign currency translation, net of
     tax benefit of $2,569                    --       --       --        --         6,926           --          --          6,926
                                                                                                                          --------
Comprehensive income                                                                                                        67,708
                                                                                                                          --------
Adjustment to initially apply
 FIN 48                                       --       --       --      (1,815)       --             --          --         (1,815)

Dividends declared on common stock            --       --       --     (12,138)       --             --          --        (12,138)

Stock compensation expense                    --       --      1,618      --          --             --          --          1,618

Stock option exercises, including
 tax benefit of $1,033                          64       1     1,821      --          --             --          --          1,822

Net issuance of treasury stock for
  vested restricted stock units,
  including tax benefit of $104                 17     --       (185)     --          --             --            45         (140)
                                            ------    ----  --------  --------    --------        -------    --------     --------
Balance at June 30, 2007                    37,669    $430  $149,586  $336,733    $ (3,109)       $  --      $(60,045)    $423,595
                                            ======    ====  ========  ========    ========        =======    ========     ========

                                                             See accompanying notes.

                                                                      -7-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six 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 No., or FIN, 48,
"Accounting  for  Uncertainty  in  Income  Taxes  - an  interpretation  of  FASB
Statement No. 109." FIN 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 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.




                                       -8-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six months then ended is unaudited)


Note 2.           Acquisitions

White Cap
---------

During 2006, we acquired the White Cap closures  operations  in Europe,  Turkey,
China and the  Philippines  from Amcor Limited,  or 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  in the  markets it serves.  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.

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.  In the second  quarter  of 2007,  we  completed  the
valuation of  intangible  assets and as a result  reallocated  Cdn $17.7 million
($16.5 million  translated  into U.S.  dollars at the exchange rate in effect at
June 30,  2007) from  goodwill to other  intangible  assets,  which  assets were
primarily customer  relationships with an estimated useful life of 19 years. The
valuation of certain assets and  liabilities is still in process,  and therefore
the actual fair values may vary from preliminary  estimates.  Adjustments to the
acquired  net assets  resulting  from final  valuations  are not  expected to be
significant.





                                       -9-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six 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 Rationalization Plan                              $   --           $232         $ --       $   232
2006 Rationalization Plans                               4,676           --            --         4,676
                                                       -------          ----         -----      -------
Balance at December 31, 2006                             4,676           232           --         4,908

Activity for the Six Months Ended June 30, 2007
-----------------------------------------------
2001 Rationalization Plan Reserve Adjustment               --            218           --           218
2001 Rationalization Plan Reserve Utilized                 --           (101)          --          (101)
2006 Rationalization Plan Reserves Established           2,183            11           965        3,159
2006 Rationalization Plan Reserves Utilized             (1,751)          (11)         (965)      (2,727)
                                                       -------          ----         -----      -------
Total Activity                                             432           117           --           549

Balance at June 30, 2007
------------------------
2001 Rationalization Plan                                  --            349           --           349
2006 Rationalization Plans                               5,108           --            --         5,108
                                                       -------          ----         -----      -------
Balance at June 30, 2007                               $ 5,108          $349         $ --       $ 5,457
                                                       =======          ====         =====      =======





                                      -10-






                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six months then ended is unaudited)


Note 3.           Rationalization Charges (continued)

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 cease  operations at this facility in the
fourth 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
$13.9  million.  These  costs  include  $5.7  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 $1.6 million for employee severance and benefits and
$0.7 million for the non-cash  write-down and  accelerated  depreciation  of the
building and equipment.  Additional charges of $3.0 million are expected through
2008. Cash expenditures of $4.4 million are expected primarily in 2008.

In October  2006,  we approved  and  announced  to  employees a plan to exit our
Stockton, California metal food container manufacturing facility. We have ceased
operations at this facility.  The plan includes the termination or relocation of
approximately 110 employees and other related plant exit costs. We estimate that
the total costs for the  rationalization  of the facility  will be $5.4 million.
These costs  include $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
$0.6  million for  employee  severance  and  benefits  and $0.3  million for the
non-cash  write-down  in carrying  value of assets.  Additional  charges of $1.0
million  are  expected  through  2007.  Cash  expenditures  of $4.6  million are
expected through 2008, primarily for plant exit costs. In addition, we expect to
sell the Stockton  building in 2008 for estimated  proceeds in excess of the net
book value of the facility.







                                      -11-






                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six months then ended is unaudited)


Note 3.           Rationalization Charges (continued)

2001 Rationalization Plan
-------------------------

In 2007, the  rationalization  reserve for the plan to exit our Fairfield,  Ohio
plastic container  manufacturing  facility was adjusted to recognize  additional
charges for the change in expected sublease income. The lease expires in 2009.

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



                                         June 30,         June 30,         Dec. 31,
                                           2007             2006             2006
                                           ----             ----             ----
                                                   (Dollars in thousands)
                                                                     

Accrued liabilities                       $1,797            $319            $1,537
Other liabilities                          3,660             240             3,371
                                          ------            ----            ------
                                          $5,457            $559            $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:


                                          June 30,          June 30,       Dec. 31,
                                            2007              2006           2006
                                            ----              ----           ----
                                                     (Dollars in thousands)
                                                                     

Foreign currency translation              $ 19,834          $  9,974       $ 12,908
Change in fair value of derivatives          6,416             3,280          1,496
Unrecognized net periodic pension and
  other postretirement benefit costs:
     Net service credit                      4,700              --            4,532
     Net actuarial loss                    (34,059)             --          (34,500)
Minimum pension liability                     --             (29,560)          --
                                          --------          --------       --------
  Accumulated other comprehensive loss    $ (3,109)         $(16,306)      $(15,564)
                                          ========          ========       ========






                                      -12-






                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six months then ended is unaudited)


Note 5.           Inventories

Inventories consisted of the following:



                                                   June 30,          June 30,          Dec. 31,
                                                     2007              2006              2006
                                                     ----              ----              ----
                                                               (Dollars in thousands)
                                                                                  

  Raw materials                                    $ 79,969          $ 82,148          $ 90,969
  Work-in-process                                    80,085            71,831            68,249
  Finished goods                                    399,116           354,080           276,870
  Spare parts and other                              27,703            16,572            26,711
                                                   --------          --------          --------
                                                    586,873           524,631           462,799
  Adjustment to value domestic
    inventory at cost on the LIFO method            (38,584)          (29,832)          (36,208)
                                                   --------          --------          --------
                                                   $548,289          $494,799          $426,591
                                                   ========          ========          ========


Note 6.           Long-Term Debt

Long-term debt consisted of the following:

                                                 June 30,          June 30,           Dec. 31,
                                                   2007              2006               2006
                                                   ----              ----               ----

                                                              (Dollars in thousands)
                                                                                

Bank debt
    Bank revolving loans                        $  240,800        $  216,323          $   --
    Bank A term loans                              345,000           375,000           345,000
    Bank B term loans                               41,904            83,750            41,904
    Canadian term loans                             84,069            40,068            77,445
    Euro term loans                                269,060           252,720           262,300
    Other foreign bank revolving loans              20,460              --              25,989
                                                ----------        ----------          --------
      Total bank debt                            1,001,293           967,861           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                                       1,204,293         1,170,861           955,638
    Less current portion                           261,688           217,169            26,417
                                                ----------        ----------          --------
                                                $  942,605        $  953,692          $929,221
                                                ==========        ==========          ========




                                        -13-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six months then ended is unaudited)


Note 6.           Long-Term Debt (continued)

At June 30, 2007,  amounts  expected to be repaid  within one year  consisted of
$240.8 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 $20.5  million of foreign bank
revolving loans.

In March 2007,  we entered into two interest rate swap  agreements  for notional
principal  amounts of $25  million  and Cdn $25  million,  respectively,  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 June 30,  2007,  the  aggregate  notional  principal  amount  of  outstanding
interest rate swap agreements was $491 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 June 30, 2007).


Note 7.           Retirement Benefits

The components of the net periodic pension benefits costs are as follows:



                                                  Three Months Ended                    Six Months Ended
                                                  ------------------                    ----------------
                                              June 30,           June 30,          June 30,         June 30,
                                                2007               2006              2007             2006
                                                ----               ----              ----             ----
                                                                   (Dollars in thousands)
                                                                                        

   Service cost                               $ 3,466            $ 3,339           $  7,128         $  6,738
   Interest cost                                6,089              5,412             12,249           10,868
   Expected return on plan assets              (7,732)            (6,883)           (15,410)         (13,766)
   Amortization of prior service cost             577                784              1,154            1,569
   Amortization of actuarial losses               258                750                431            1,546
   Curtailment expense                          1,158              3,708              1,158            3,708
   Termination benefits                          --                  549               --                549
                                              -------            -------           --------         --------
   Net periodic benefit cost                  $ 3,816            $ 7,659           $  6,710         $ 11,212
                                              =======            =======           ========         ========

The components of the net periodic other postretirement benefits costs are as
follows:


                                                   Three Months Ended                   Six Months Ended
                                                   ------------------                   ----------------
                                               June 30,         June 30,           June 30,         June 30,
                                                 2007             2006               2007             2006
                                                 ----             ----               ----             ----
                                                                  (Dollars in thousands)
                                                                                           


   Service cost                                 $ 225            $  293             $  469          $   610
   Interest cost                                  928               909              1,873            1,812
   Amortization of prior service cost            (442)             (557)              (884)          (1,113)
   Amortization of actuarial losses               141               208                281              419
   Curtailment expense                            --              1,185               --              1,185
                                                -----            ------             ------          -------
   Net periodic benefit cost                    $ 852            $2,038             $1,739          $ 2,913
                                                =====            ======             ======          =======






                                      -14-



                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six months then ended is unaudited)


Note 7.           Retirement Benefits (continued)

We recognized  curtailment expense in 2007 and 2006 for our pension benefits and
in 2006 for our  postretirement  benefits related to the planned exit of our St.
Paul, Minnesota metal food container manufacturing facility.

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 six  months of 2007,  we made no  contributions  to fund our  pension
plans.


Note 8.           Income Taxes

We  adopted  the  provisions  of FIN 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 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 of  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, we do not believe this  examination  will
have a material impact on 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.




                                      -15-







                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six months then ended is unaudited)


Note 9.           Dividends

On August 7, 2007, our Board of Directors  declared a quarterly cash dividend on
our common stock of $0.16 per share, payable on September 14, 2007 to holders of
record of our  common  stock on  August  31,  2007.  The cash  payment  for this
dividend is expected to be approximately $6.1 million.


Note 10.          Treasury Stock

During the six months ended June 30, 2007, we issued 21,812  treasury  shares at
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 June 30, 2007,
5,319,311 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 six 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.  In June 2007,  we  granted  5,142
restricted stock units to non-employee members of our Board of Directors,  which
vest in full one year from the date of grant.  The fair value of these  units at
the date of grant was $0.3 million.




                                      -16-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six months then ended is unaudited)


Note 12.          Business Segment Information

Reportable  business segment information for the three and six months ended June
30 is as follows:



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

Three Months Ended June 30, 2007
--------------------------------

Net sales                                         $364,972       $157,184      $161,370     $   --      $  683,526
Depreciation and amortization(3)                    15,442         11,201         6,847         421         33,911
Segment income from operations                      27,705         12,417        20,781      (2,439)        58,464

Three Months Ended June 30, 2006
--------------------------------

Net sales                                         $349,999       $145,039      $102,174     $   --      $  597,212
Depreciation and amortization(3)                    16,739         11,142         3,769         137         31,787
Segment income from operations                      18,892         11,817        10,645      (1,483)        39,871

Six Months Ended June 30, 2007
------------------------------

Net sales                                         $710,600       $319,593      $304,158     $   --      $1,334,351
Depreciation and amortization(3)                    30,211         21,509        13,555         842         66,117
Segment income from operations                      56,472         32,233        36,604      (4,750)       120,559

Six Months Ended June 30, 2006
------------------------------

Net sales                                         $684,759       $308,217      $174,087     $   --      $1,167,063
Depreciation and amortization(3)                    33,402         21,686         6,310         156         61,554
Segment income from operations                      37,104         25,596        21,231      (4,464)        79,467

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

     (1)  Segment income from  operations  includes  rationalization  charges of
          $2.1  million and $3.2 million for the three and six months ended June
          30, 2007, respectively,  and $5.8 million for the three and six months
          ended June 30, 2006.
     (2)  Segment income from  operations  includes  rationalization  charges of
          $0.2 million for the three and six months ended June 30, 2007 and $0.4
          million and $2.5  million for the three and six months  ended June 30,
          2006, respectively.
     (3)  Depreciation and amortization  excludes  amortization of debt issuance
          costs of $0.3 million for each of the three months ended June 30, 2007
          and 2006 and $0.7  million and $0.5  million for the six months  ended
          June 30, 2007 and 2006, respectively.




                                      -17-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at June 30, 2007 and 2006 and for the
                  three and six months then ended is unaudited)


Note 12.          Business Segment Information (continued)

Total segment income from operations is reconciled to income before income taxes
as follows:



                                                 Three Months Ended                 Six Months Ended
                                                 ------------------                 ----------------
                                               June 30,       June 30,         June 30,         June 30,
                                                 2007           2006             2007             2006
                                                 ----           ----             ----             ----
                                                                (Dollars in thousands)
                                                                                      

     Total segment income from operations      $58,464        $39,871          $120,559         $79,467
     Interest and other debt expense            16,909         14,199            33,008          25,449
                                               -------        -------          --------         -------
      Income before income taxes               $41,555        $25,672          $ 87,551         $54,018
                                               =======        =======          ========         =======







                                      -18-




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  expect 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 in the markets it
serves.  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.



                                      -19-





RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed
as a percentage of net sales for the periods presented:



                                                                  Three Months Ended                 Six Months Ended
                                                                  ------------------                 ----------------
                                                               June 30,        June 30,          June 30,        June 30,
                                                                 2007            2006              2007            2006
                                                                 ----            ----              ----            ----
                                                                                                       

Net sales
  Metal food containers                                          53.4%           58.6%             53.2%           58.7%
  Plastic containers                                             23.0            24.3              24.0            26.4
  Closures                                                       23.6            17.1              22.8            14.9
                                                                -----           -----             -----           -----
     Consolidated                                               100.0           100.0             100.0           100.0
Cost of goods sold                                               85.5            87.4              85.1            87.4
                                                                -----           -----             -----           -----
Gross profit                                                     14.5            12.6              14.9            12.6
Selling, general and administrative expenses                      5.6             4.9               5.6             5.1
Rationalization charges                                           0.3             1.0               0.3             0.7
                                                                -----           -----             -----           -----
Income from operations                                            8.6             6.7               9.0             6.8
Interest and other debt expense                                   2.5             2.4               2.5             2.2
                                                                -----           -----             -----           -----
Income before income taxes                                        6.1             4.3               6.5             4.6
Provision for income taxes                                        2.2             1.6               2.4             1.7
                                                                -----           -----             -----           -----
Net income                                                        3.9%            2.7%              4.1%            2.9%
                                                                =====           =====             =====           =====


Summary  unaudited results of operations for the three and six months ended June
30, 2007 and 2006 are provided below.


                                                                   Three Months Ended                Six Months Ended
                                                                   ------------------                ----------------
                                                                June 30,        June 30,          June 30,       June 30,
                                                                  2007            2006             2007            2006
                                                                  ----            ----             ----            ----
                                                                                  (Dollars in millions)
                                                                                                      

Net sales
     Metal food containers                                       $365.0          $350.0          $  710.6        $  684.8
     Plastic containers                                           157.2           145.0             319.6           308.2
     Closures                                                     161.4           102.2             304.2           174.1
                                                                 ------          ------          --------        --------
        Consolidated                                             $683.6          $597.2          $1,334.4        $1,167.1
                                                                 ======          ======          ========        ========

Income from operations
     Metal food containers (1)                                   $ 27.7          $ 18.9          $   56.5        $   37.1
     Plastic containers (2)                                        12.4            11.8              32.2            25.6
     Closures                                                      20.8            10.7              36.6            21.3
     Corporate                                                     (2.4)           (1.5)             (4.7)           (4.5)
                                                                 ------          ------          --------        --------
        Consolidated                                             $ 58.5          $ 39.9          $  120.6        $   79.5
                                                                 ======          ======          ========        ========
-------------

     (1)  Includes  rationalization charges of $2.1 million and $3.2 million for
          the three and six months ended June 30, 2007,  respectively,  and $5.8
          million for the three and six months ended June 30, 2006.
     (2)  Includes rationalization charges of $0.2 million for the three and six
          months  ended June 30, 2007 and $0.4  million and $2.5 million for the
          three and six months ended June 30, 2006, respectively.




                                      -20-




Three Months Ended June 30, 2007 Compared with Three Months Ended June 30, 2006

Overview.  Consolidated  net sales were $683.6  million in the second quarter of
2007,  representing a 14.5 percent increase as compared to the second quarter of
2006 due  primarily  to the  inclusion  of the  acquisitions  completed in 2006,
higher average  selling  prices  resulting from the pass through of inflation in
raw material and other  manufacturing  costs and improved  volumes across all of
our  businesses.  Income from operations for the second quarter of 2007 of $58.5
million  increased by $18.6  million,  or 46.6 percent,  as compared to the same
period in 2006 due to higher income from  operations  in all of our  businesses,
largely   as  a  result  of  the   acquisitions   completed   in  2006,   higher
rationalization  charges incurred in 2006, improved volumes in each business and
continued benefits from cost reductions, slightly offset by a less favorable mix
of  products  sold in the  plastic  container  business  and the effect from the
initial  reduction of the  provisional  inventory built in prior quarters in the
metal food  container  business.  The results for 2007 included  rationalization
charges of $2.3 million. The results for 2006 included  rationalization  charges
of $6.2 million. Net income for the second quarter of 2007 was $26.8 million, or
$0.70 per diluted  share,  as compared  to $16.4  million,  or $0.43 per diluted
share, for the same period in 2006.

Net Sales.  The $86.4 million  increase in consolidated  net sales in the second
quarter  of 2007 as  compared  to the  second  quarter of 2006 was the result of
higher net sales across all businesses.

Net sales for the metal food  container  business in the second  quarter of 2007
increased $15.0 million,  or 4.3 percent,  as compared to net sales for the same
period in 2006.  This  increase  was the result of an  increase  in volumes  and
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  second  quarter of 2007
increased $12.2 million, or 8.4 percent, as compared to the same period in 2006.
This   increase  was   primarily  a  result  of  the  inclusion  of  sales  from
Cousins-Currie  and increased  volumes,  partially offset by lower demand levels
for the food product line  primarily  as a result of less  customer  promotional
activity versus the same period a year ago.

Net sales for the closures business increased $59.2 million, or 57.9 percent, in
the second quarter of 2007 as compared to the same period in 2006. This increase
was  primarily a result of the  inclusion of the White Cap  acquisition  for the
entire period.

Gross  Profit.  Gross profit  margin  increased  1.9  percentage  points to 14.5
percent in the second 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 to
5.6  percent  for the second  quarter of 2007 as compared to 4.9 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 as compared to our other operations.

Income from  Operations.  Income from  operations for the second quarter of 2007
increased by $18.6 million as compared to the second quarter of 2006 as a result
of higher  income  from  operations  across  all  businesses.  Operating  margin
increased to 8.6 percent from 6.7 percent over the same periods due to increased
margins in our metal food container and closures businesses.



                                      -21-



Income  from  operations  of the metal food  container  business  for the second
quarter of 2007 increased $8.8 million, or 46.6 percent, as compared to the same
period in 2006, and operating  margin  increased to 7.6 percent from 5.4 percent
over  the  same  periods.   These   increases   were  due  primarily  to  higher
rationalization  charges incurred in the second quarter of 2006, increased sales
volumes,  the  lagged  contractual  pass  through  implemented  during  2006  of
significant  inflation in other  manufacturing  costs and benefits  derived from
ongoing cost reduction  initiatives.  These benefits were slightly offset by the
effects from an earlier than anticipated  reduction in the provisional inventory
built during prior  quarters as certain  union  negotiations  were  successfully
completed  during the quarter.  We expect to utilize the  remaining  provisional
inventory  in the  latter  half of 2007.  The second  quarter  of 2007  included
rationalization  charges of $2.1 million for the ongoing costs  associated  with
the plans to close the St. Paul,  Minnesota and Stockton,  California metal food
container  facilities.  The  second  quarter  of 2006  included  rationalization
charges of $5.8 million for the costs associated with the plans to close the St.
Paul, Minnesota facility.

Income from operations of the plastic container  business for the second quarter
of 2007 increased $0.6 million,  or 5.1 percent,  as compared to the same period
in 2006, and operating margin decreased slightly to 7.9 percent from 8.1 percent
over the same  periods.  The  increase in  operating  income was  primarily as a
result of the impact  from the  Cousins-Currie  acquisition  and volume  growth,
offset by a less  favorable  mix of products sold  attributable  to lower demand
levels for the food product line.  The slight  decrease in operating  margin was
due primarily to the less favorable mix of products sold.

Income from  operations of the closures  business for the second quarter of 2007
increased $10.1 million,  or 94.4 percent, to $20.8 million as compared to $10.7
million in the same quarter a year ago.  This  increase was due primarily to the
inclusion of the White Cap acquisition for the entire period.  Operating  margin
for the second  quarter of 2007  increased  to 12.9 percent from 10.4 percent in
the prior year period due primarily to the  unfavorable  impact of the inventory
write-up for the  international  operations  in the second  quarter of 2006 as a
result of  purchase  accounting,  slightly  offset by the  incurrence  of higher
selling, general and administrative costs in the international operations.

Interest and Other Debt Expense.  Interest and other debt expense for the second
quarter of 2007  increased $2.7 million to $16.9 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 higher working capital and the effects
of higher market interest rates.

Six Months Ended June 30, 2007 Compared with Six Months Ended June 30, 2006

Overview.  Consolidated  net sales were $1.33 billion in the first six months of
2007,  representing a 14.3 percent  increase as compared to the first six months
of 2006  primarily due to the inclusion of the  acquisitions  completed in 2006,
higher average  selling  prices  resulting from the pass through of inflation in
raw  material  and other  manufacturing  costs in the metal food  container  and
closures businesses and improved volumes in the metal food and plastic container
businesses. Income from operations for the first six months of 2007 increased by
$41.1  million,  or 51.7  percent,  as compared to the same period in 2006.  The
increase in income from operations was a result of higher income from operations
across all businesses, largely due to the acquisitions completed in 2006, higher
rationalization   charges  incurred  in  2006,   continued  benefits  from  cost
reductions  and the  lagged  contractual  pass  through  of  inflation  in other
manufacturing  costs.  The  results  for the first  six  months of 2007 and 2006
included rationalization charges of $3.4 million and $8.3 million, respectively.
Net  income  for the first six  months of 2007 was $55.3  million,  or $1.45 per
diluted share, as compared to $33.5 million, or $0.89 per diluted share, for the
same period in 2006.


                                      -22-



Net Sales.  The $167.3 million  increase in consolidated  net sales in the first
six months of 2007 as compared to the first six months of 2006 was primarily due
to higher net sales across all of our businesses.

Net sales for the metal food container business increased $25.8 million,  or 3.8
percent, in the first six months 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 and
an increase in volumes.

Net sales for the  plastic  container  business  in the first six months of 2007
increased $11.4 million, or 3.7 percent, as compared to the same period in 2006.
This  increase  was  primarily  the  result  of  the  inclusion  of  sales  from
Cousins-Currie and improved volumes, partially offset by a less favorable mix of
products  sold  and  the  impact  from  the  rationalization  of  the  Valencia,
California manufacturing facility in the second quarter of 2006.

Net sales for the  closures  business in the first six months of 2007  increased
$130.1  million,  or 74.7 percent,  as compared to the same period in 2006. This
increase  was  attributable  to the White Cap  acquisition  and  higher  average
selling prices  resulting from the pass through of inflation in raw material and
other manufacturing costs.

Gross  Profit.  Gross Profit  margin  increased  2.3  percentage  points to 14.9
percent  for the first six months 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 to
5.6  percent for the first six months of 2007 as compared to 5.1 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 as compared to our other operations.

Income from Operations.  Income from operations for the first six months of 2007
increased  by $41.1  million  as  compared  to the first six months of 2006 as a
result of higher income from operations across all businesses.  Operating margin
increased  to 9.0 percent  from 6.8 percent over the same periods as a result of
increased margins in our metal food and plastic container businesses.

Income from  operations of the metal food  container  business for the first six
months of 2007 increased $19.4 million, or 52.3 percent, as compared to the same
period in 2006, and operating  margin  increased to 8.0 percent from 5.4 percent
over  the  same  periods.   These  increases  were  principally  due  to  higher
rationalization  charges  recorded  in the first six months of 2006 for the shut
down of the St. Paul, Minnesota  manufacturing  facility, the lagged contractual
pass through of inflation in other  manufacturing  costs,  benefits derived from
ongoing cost reduction initiatives and increased sales volumes.

Income from  operations  of the  plastic  container  business  for the first six
months of 2007 increased $6.6 million,  or 25.8 percent, as compared to the same
period in 2006, and operating  margin increased to 10.1 percent from 8.3 percent
over the same  periods.  The increases in income from  operations  and operating
margin were  primarily  due to the impact from the  Cousins-Currie  acquisition,
rationalization  charges of $2.5  million  incurred in 2006 for the shut down of
the Valencia,  California  manufacturing  facility,  volume growth and continued
benefits  from  cost  reductions,  slightly  offset by a less  favorable  mix of
products sold.


                                      -23-




Income from operations of the closures business for the first six months of 2007
increased  $15.3  million,  or 71.8 percent,  as compared to the same periods in
2006 due primarily to the White Cap acquisition.  Operating margin for the first
six months of 2007 decreased slightly to 12.0 percent from 12.2 percent over the
same period  primarily as a result of the incurrence of higher selling,  general
and administrative costs in the international operations.

Interest and Other Debt  Expense.  Interest and other debt expense for the first
six months of 2007  increased  $7.5 million to $33.0  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 six months  ended June 30,  2007,  we used net  borrowings  of revolving
loans of $234.0 million and proceeds from stock option exercises of $1.6 million
to fund cash used in  operations  of $38.2  million  primarily  for our seasonal
working  capital  needs,  net  capital   expenditures  of  $72.9  million,   our
acquisition  of the White Cap  operations in Venezuela of $7.8  million,  net of
cash acquired,  decreases in  outstanding  checks of $96.1 million and dividends
paid on our common stock of $12.1  million and to increase cash balances by $8.5
million.

For the six months  ended June 30,  2006,  we used net  borrowings  of revolving
loans of $216.3  million,  borrowings  of long-term  debt of $257.6  million and
proceeds from stock option  exercises of $2.4 million to fund our acquisition of
White Cap for $257.8 million,  net of cash acquired,  cash used in operations of
$48.5 million  primarily for our seasonal  working  capital  needs,  net capital
expenditures of $58.3 million, decreases in outstanding checks of $97.0 million,
debt issuance costs of $2.3 million incurred in connection with our amendment to
the Credit  Agreement and dividends paid on our common stock of $9.0 million and
to increase cash balances by $3.4 million.

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 June 30, 2007, we had $240.8 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
June 30,  2007 was  $167.2  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 $250 - $300 million
of revolving  loans under the Credit  Agreement  for our peak  seasonal  working
capital requirements.


During the first six months of 2007, we paid cash  dividends on our common stock
totaling  $12.1 million.  On August 7, 2007,  our Board of Directors  declared a
quarterly  cash  dividend  on our common  stock of $0.16 per  share,  payable on
September  14, 2007 to holders of record of our common stock on August 31, 2007.
The cash payment for this dividend is expected to be approximately $6.1 million.


                                      -24-




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  (approximately  $150 million in
2007 and  between  $110  million and $140  million  annually  thereafter),  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 cease
operations at our St. Paul  facility in the fourth  quarter of 2007. We incurred
charges of $2.3  million  during  the first six  months of 2007  related to this
facility  rationalization  and  expect to incur an  additional  $3.0  million of
charges  primarily related to plant exit costs. We have ceased operations at our
Stockton  facility.  We incurred charges of $0.9 million in the first six months
of 2007  related  to this  facility  rationalization  and  expect  to  incur  an
additional $1.0 million of charges primarily related to plant exit costs.

Under our rationalization  plans, we made cash payments of $0.7 million and $1.2
million  for the six months  ended June 30, 2007 and 2006,  respectively.  Total
future  cash   spending  of  $9.3  million  is  expected  for  our   outstanding
rationalization plans.

You should also read Note 3 to our Condensed  Consolidated  Financial Statements
for the three and six months  ended June 30,  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.


RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006,  the FASB issued FIN 48,  "Accounting  for  Uncertainty  in Income
Taxes - an  interpretation  of FASB  Statement  No. 109." FIN 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 48
on January 1, 2007. Our adoption of FIN 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 and six months ended June 30,
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.



                                      -25-




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  and six  months  ended  June 30,  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.

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
certain White Cap operations 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 4.   Submission of Matters to a Vote of Security Holders

Our annual meeting of  stockholders,  or the Annual  Meeting,  for which proxies
were solicited  pursuant to Regulation 14A under the Securities  Exchange Act of
1934, as amended,  was held on May 31, 2007 for the purposes of (1) electing two
directors  to  serve  for  a  three  year  term  until  our  annual  meeting  of
stockholders in 2010 and until their  successors are duly elected and qualified;
and (2)  ratifying  the  appointment  of  Ernst & Young  LLP as our  independent
registered public accounting firm for the fiscal year ending December 31, 2007.



                                      -26-



The  nominees  for  director  listed  in our proxy  statement,  each of whom was
elected at the Annual Meeting,  are named below, and each received the number of
votes for election as indicated below (with each share of our common stock being
entitled to one vote):

                               Number of Shares         Number of Shares
                                   Voted For                Withheld
                                   ---------                --------

      R. Philip Silver            25,290,109               10,621,335
      William C. Jennings         35,063,742                  847,702

Our directors  whose term of office  continued  after the Annual  Meeting are D.
Greg  Horrigan  and John W.  Alden,  each of whose  term of office as a director
continues  until our annual  meeting of  stockholders  in 2008,  and  Anthony J.
Allott,  Jeffrey C. Crowe and Edward A. Lapekas, each of whose term of office as
a director continues until our annual meeting of stockholders in 2009.

The  ratification  of the  appointment  of Ernst & Young LLP as our  independent
registered  public  accounting firm for the fiscal year ending December 31, 2007
was approved at the Annual Meeting.  There were 35,248,487  votes cast ratifying
such  appointment,  659,057 votes cast against  ratification of such appointment
and 3,900 votes abstaining.


Item 6.  Exhibits


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


     12             Ratio of  Earnings  to Fixed  Charges  for the three and six
                    months ended June 30, 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.


                                      -27-









                                   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:  August 8, 2007                      /s/Robert B. Lewis
                                            ------------------------------------
                                            Robert B. Lewis
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (Principal Financial Officer)





                                      -28-









                                  EXHIBIT INDEX


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

   12               Ratio of  Earnings  to Fixed  Charges  for the three and six
                    months ended June 30, 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.








                                      -29-