UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549


                            ________________________


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): June 30, 2005



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


           Delaware                    000-22117                06-1269834
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 (State or Other Jurisdiction         (Commission             (IRS Employer
       of Incorporation)              File Number)          Identification No.)


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


Registrant's telephone number, including area code: (203) 975-7110


                                      N/A
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          (Former Name or Former Address, if Changed Since Last Report)



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


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

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

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

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





                 Section 1--Registrant's Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement.

On June 30, 2005, we and certain of our wholly owned subsidiaries  completed the
refinancing of our previous  senior  secured credit  facility by entering into a
new $1 billion  senior  secured  credit  facility with Deutsche Bank AG New York
Branch, as Administrative  Agent, Bank of America, N.A. and Morgan Stanley Bank,
as  Co-Syndication  Agents,  BNP  Paribas and  JPMorgan  Chase  Bank,  N.A.,  as
Co-Documentation  Agents,  and various  lenders.  Our new credit  facility  also
contains an  uncommitted  incremental  loan facility of up to $350  million,  of
which no more  than $150  million  may be in the form of  incremental  revolving
loans.

All amounts owing under our previous senior secured credit facility, dated as of
June 28, 2002 (as amended),  were repaid with proceeds from loans made under the
new credit  facility.  Upon closing  this  refinancing,  the Company  recorded a
non-cash,  pre-tax charge of $11.0 million for a loss on early extinguishment of
debt to write-off the  unamortized  debt issuance  costs of the previous  credit
facility.

Description of the New Credit Facility

The  following is a summary of certain  terms of our new credit  facility and is
qualified  in its  entirety by  reference  to the  agreements  filed as exhibits
hereto.

The Available Credit Facility

Our new credit facility  provides us with an aggregate  principal amount of $425
million of term  loans  designated  A term loans and $125  million of term loans
designated  B term loans and  provides  Silgan  Containers  Corporation,  Silgan
Plastics Corporation and certain of our other wholly owned subsidiaries up to an
aggregate  principal amount  (determined on a U.S. dollar  equivalent  basis) of
$450  million  of  revolving  loans,  letters  of credit  and  swingline  loans,
denominated in U.S. Dollars, Euros or Pounds Sterling.

The revolving loans  generally can be borrowed,  repaid and reborrowed from time
to time until June 30, 2011,  on which date all  revolving  loans mature and are
payable in full. Amounts repaid under the term loans cannot be reborrowed.

We may use proceeds from future  revolving loans for working capital and general
corporate purposes,  including permitted acquisitions.  Up to $75 million of the
revolving  credit  facility  may be used for  letters  of  credit  and up to $30
million may be used to incur swingline loans.

The  uncommitted  incremental revolving facility  provides,  among other things,
that any incremental revolving loan borrowing shall:

       o  be denominated in U.S. dollars or certain foreign currencies; and

       o  not exceed an aggregate of $150 million.




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The A term loans  mature on June 30,  2011 and are  payable in  installments  as
follows:

                    A Term Loan
              Scheduled Repayment Date              Amount
              ------------------------              ------
                 December 31, 2007                $63,750,000
                 December 31, 2008                $63,750,000
                 December 31, 2009                $85,000,000
                 December 31, 2010                $85,000,000
                 June 30, 2011                   $127,500,000



The B Term Loans  mature on June 30,  2012 and are  payable in  installments  as
follows:

                    B Term Loan
              Scheduled Repayment Date              Amount
              ------------------------              ------
                 December 31, 2005                 $1,250,000
                 December 31, 2006                 $1,250,000
                 December 31, 2007                 $1,250,000
                 December 31, 2008                 $1,250,000
                 December 31, 2009                 $1,250,000
                 December 31, 2010                 $1,250,000
                 December 31, 2011                 $1,250,000
                 June 30, 2012                   $116,250,000



Our new credit facility also contains certain  mandatory  repayment  provisions,
including   requirements  to  prepay  loans  with  proceeds  received  from  the
incurrence of certain  indebtedness,  with proceeds  received from certain asset
sales, and, under certain  circumstances,  with 50% of our excess cash flow. The
mandatory  repayment  provisions  are no more  restrictive in the aggregate than
under our previous credit  facility.  Generally,  mandatory  prepayments of term
loans are  allocated  pro rata to the A term loans and B term loans and  applied
first to the scheduled amortization payments in the year of such prepayment and,
to the extent in excess thereof, pro rata to the remaining  installments of term
loans. Voluntary prepayments of term loans may be applied to any tranche of term
loans at our  discretion  and are applied  first to the  scheduled  amortization
payments in the year of such  prepayment  and, to the extent in excess  thereof,
pro rata to the remaining installments.

The  uncommitted  incremental  term loan  facility,  which shall not exceed $350
million  less any  amount  outstanding  under  the  incremental  revolving  loan
facility, provides, among other things, that any incremental term loan borrowing
shall:

       o  be denominated in a single currency, either in U.S. dollars or certain
foreign currencies;

       o  be in a  minimum aggregate  amount for all lenders participating  in a
given tranche of at least $50 million;


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       o  have a  maturity date no earlier than the maturity date for the B Term
Loans and  a  weighted average life to  maturity of  no less  than the  weighted
average life to maturity as then in effect for the B Term Loans; and

       o  be  used  to  finance  acquisitions  and  refinance  any  indebtedness
assumed as a part of such acquisitions, to refinance or repurchase  subordinated
debt as permitted and to repay outstanding revolving loans.

If the borrowings are made in dollars,  each of the term loans,  revolving loans
and, when committed, the incremental term loans and incremental revolving loans,
at our election,  may consist of loans  designated  as Eurodollar  loans or Base
Rate loans.  Each of the  dollar-denominated  loans can be converted from a Base
Rate loan to a  Eurodollar  loan and vice versa.  Borrowings  in Euros or Pounds
Sterling are designated as Euro Rate loans.  The interest periods for Eurodollar
and Euro Rate loans may be one,  two,  three,  six or, to the extent  available,
twelve months or seven days.

As of June 30, 2005, the outstanding  principal  amounts of A term loans, B term
loans and revolving loans under our new credit facility were $425 million,  $125
million and $351.6 million, respectively.

Security and Guarantees

Under  the  terms  of  a  security   agreement,   a  pledge   agreement   and  a
borrowers/subsidiaries  guaranty made in favor of the lenders, we and certain of
our  subsidiaries  guarantee on a secured  basis all of the  obligations  of the
borrowers  under the new credit  facility  and pledge  substantially  all of our
respective  assets and  properties  (other than real  property) as collateral to
secure  the  obligations  under the new  credit  agreement,  subject  to limited
exceptions.

Interest and Fees

Interest on term loans and revolving loans maintained as Base Rate loans accrues
at floating rates equal to the sum of the Base Rate plus the applicable  margin.
The Base  Rate is the  higher of the prime  lending  rate of the  administrative
agent or 1/2 of 1% in excess of the overnight  federal  funds rate.  Interest on
term loans and revolving  loans  maintained as Eurodollar  loans,  Euro loans or
Pounds  Sterling  loans  accrues  at  floating  rates  equal  (i) in the case of
Eurodollar  loans, to the sum of the applicable  margin plus the applicable rate
for deposits in dollars  appearing  on Page 3750 of the  Telerate  screen or, if
such page is not available, a formula rate determined with reference to the rate
offered  by the  administrative  agent  for  dollar  deposits  in the  New  York
interbank eurodollar market, (ii) in the case of Euro and Pounds Sterling loans,
to the sum of the  applicable  margin plus either the  applicable  LIBOR rate as
provided  under  the new  credit  facility  or a rate per annum as agreed by the
administrative agent, the applicable lenders and the borrower.

The applicable margin for B term loans that are maintained as Base Rate loans is
fixed  through  maturity  at 0.25% and for B term loans that are  maintained  as
Eurodollar  loans is fixed through  maturity at 1.25%.  For the period from June
30, 2005 through the date of the delivery of financial  statements  with respect
to our fiscal  quarter ending  September 30, 2005,  the applicable  margin for A
term loans and revolving  loans that are maintained as Base Rate loans is 0.125%
and as Eurodollar  and Euro Rate loans is 1.125%.  For the period  following the
delivery of our September 30, 2005, financial statements,  the applicable margin
for A term  loans  and  revolving  loans  will be reset  quarterly  based on our
leverage ratio.


                                       4



The  revolving  borrowers  have  agreed  to  pay  to the  applicable  lenders  a
commitment  commission  calculated  initially  as 0.30%  per  annum on the daily
average  unused  portion of the lenders'  commitment in respect of the revolving
loans until such commitment is terminated. The commitment commission rate ranges
from  0.20% to 0.50% and is  subject to change on a  quarterly  basis  beginning
after the delivery of our  September 30, 2005  financials  based on our leverage
ratio. Each of the revolving borrowers is also required to pay to the applicable
lenders  under our new  credit  facility  a letter  of  credit  fee equal to the
applicable  margin in effect from time to time for revolving loans maintained as
Eurodollar loans, and to pay to the issuers of the letter of credit a facing fee
of 1/8 of 1% per annum, in each case  calculated on the aggregate  stated amount
of letters of credit for the stated duration.  Additionally,  in connection with
the closing of our new credit facility, the agents and the lenders also received
certain other fees.

Certain Covenants

Our new credit facility contains certain financial and operating  covenants that
are generally no more restrictive in the aggregate than the covenants  contained
in our previous credit facility.  Subject to certain  exceptions as described in
the new credit facility,  the covenants limit,  among other things,  our ability
to:

       o  incur additional indebtedness;

       o  create liens;

       o  consolidate, merge or sell assets;

       o  make certain capital expenditures;

       o  make certain advances, investments and loans;

       o  enter into certain transactions with affiliates;

       o  engage in  any business other than the packaging  business and related
businesses;

       o  pay dividends; and

       o  repurchase stock.

Our new credit facility  requires our interest coverage ratio on the last day of
the fiscal quarter of any four  consecutive  fiscal  quarters to be at least 3:1
and our  leverage  ratio  on the  last  day of the  fiscal  quarter  of any four
consecutive fiscal quarters to be no greater than 4:1.

Events of Default

Our new credit facility contains certain customary provisions  concerning events
of  default.  Upon the  occurrence  of any such event of  default  under our new
credit facility,  the lenders are permitted,  among other things,  to accelerate
the maturity of the term loans and the revolving loans and all other outstanding
indebtedness  under the  facility and  terminate  their  commitment  to make any
further revolving loans or to issue any letters of credit.


                                       5



Item 1.02. Termination of a Material Definitive Agreement.

The information  provided under Item 1.01 of this Current Report is incorporated
herein by reference  with  respect to the  termination  of our  previous  senior
secured credit facility.

                        Section 2--Financial Information

Item 2.03.  Creation of a Direct Financial  Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of Registrant.

The information  provided under Item 1.01 of this Current Report is incorporated
herein by reference to the extent applicable.

                  Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

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

10.1                Credit  Agreement,  dated as of June 30, 2005,  among Silgan
                    Holdings  Inc.,   Silgan  Containers   Corporation,   Silgan
                    Plastics   Corporation,   Silgan  Containers   Manufacturing
                    Corporation,   Silgan  Can  Company,  each  other  revolving
                    borrower  party  thereto  from  time  to  time,  each  other
                    incremental  term loan  borrower  party thereto from time to
                    time,  various  lenders  party  thereto  from  time to time,
                    Deutsche Bank AG New York Branch, as  Administrative  Agent,
                    Bank  of  America,   N.A.  and  Morgan   Stanley   Bank,  as
                    Co-Syndication  Agents,  and BNP Paribas and JPMorgan  Chase
                    Bank, N.A., as Co-Documentation Agents.

10.2                US  Security  Agreement,  dated as of June 30,  2005,  among
                    Silgan Holdings Inc., Silgan Containers Corporation,  Silgan
                    Plastics   Corporation,   Silgan  Containers   Manufacturing
                    Corporation,  Silgan Can Company, Silgan Corporation, Silgan
                    LLC, RXI Plastics, Inc., Silgan Closures Corporation, Silgan
                    Closures  LLC,  Silgan  Closures  Holding  Company,   Silgan
                    Closures  International  Holding  Company,  Silgan Equipment
                    Company,  Silgan Tubes  Corporation,  Silgan  Tubes  Holding
                    Company, and Deutsche Bank AG New York Branch, as collateral
                    agent.

10.3                US Pledge Agreement, dated as of June 30, 2005, among Silgan
                    Holdings  Inc.,   Silgan  Containers   Corporation,   Silgan
                    Plastics   Corporation,   Silgan  Containers   Manufacturing
                    Corporation,   Silgan  Can  Company,   Silgan  LLC,   Silgan
                    Corporation,    RXI   Plastics,    Inc.,   Silgan   Closures
                    Corporation,  Silgan Closures LLC,  Silgan Closures  Holding
                    Company,  Silgan  Closures  International  Holding  Company,
                    Silgan Equipment Company,  Silgan  Tubes Corporation, Silgan
                    Tubes Holding Company, and Deutsche Bank AG New York Branch,
                    as collateral agent.


                                       6



10.4                US  Borrower/Subsidiaries  Guaranty,  dated  as of June  30,
                    2005,  made  by  each  of  Silgan   Holdings  Inc.,   Silgan
                    Containers Corporation,  Silgan Plastics Corporation, Silgan
                    Containers  Manufacturing  Corporation,  Silgan LLC,  Silgan
                    Corporation,    RXI   Plastics,    Inc.,   Silgan   Closures
                    Corporation,  Silgan Closures LLC,  Silgan Closures  Holding
                    Company,  Silgan  Closures  International  Holding  Company,
                    Silgan  Equipment  Company,  Silgan  Tubes  Corporation  and
                    Silgan  Tubes  Holding  Company,  in favor of the  creditors
                    thereunder.



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                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                  SILGAN HOLDINGS INC.


                                  By:   /s/ Frank W. Hogan, III               
                                        --------------------------------------
                                        Frank W. Hogan, III
                                        Senior Vice President, General Counsel
                                          and Secretary

Date: July 7, 2005












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                                INDEX TO EXHIBITS

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

10.1                Credit  Agreement,  dated as of June 30, 2005,  among Silgan
                    Holdings  Inc.,   Silgan  Containers   Corporation,   Silgan
                    Plastics   Corporation,   Silgan  Containers   Manufacturing
                    Corporation,   Silgan  Can  Company,  each  other  revolving
                    borrower  party  thereto  from  time  to  time,  each  other
                    incremental  term loan  borrower  party thereto from time to
                    time,  various  lenders  party  thereto  from  time to time,
                    Deutsche Bank AG New York Branch, as  Administrative  Agent,
                    Bank  of  America,   N.A.  and  Morgan   Stanley   Bank,  as
                    Co-Syndication  Agents,  and BNP Paribas and JPMorgan  Chase
                    Bank, N.A., as Co-Documentation Agents.

10.2                US  Security  Agreement,  dated as of June 30,  2005,  among
                    Silgan Holdings Inc., Silgan Containers Corporation,  Silgan
                    Plastics   Corporation,   Silgan  Containers   Manufacturing
                    Corporation,  Silgan Can Company, Silgan Corporation, Silgan
                    LLC, RXI Plastics, Inc., Silgan Closures Corporation, Silgan
                    Closures  LLC,  Silgan  Closures  Holding  Company,   Silgan
                    Closures  International  Holding  Company,  Silgan Equipment
                    Company,  Silgan Tubes  Corporation,  Silgan  Tubes  Holding
                    Company, and Deutsche Bank AG New York Branch, as collateral
                    agent.

10.3                US Pledge Agreement, dated as of June 30, 2005, among Silgan
                    Holdings  Inc.,   Silgan  Containers   Corporation,   Silgan
                    Plastics   Corporation,   Silgan  Containers   Manufacturing
                    Corporation,   Silgan  Can  Company,   Silgan  LLC,   Silgan
                    Corporation,    RXI   Plastics,    Inc.,   Silgan   Closures
                    Corporation,  Silgan Closures LLC,  Silgan Closures  Holding
                    Company,  Silgan  Closures  International  Holding  Company,
                    Silgan Equipment Company,  Silgan Tubes Corporation,  Silgan
                    Tubes Holding Company, and Deutsche Bank AG New York Branch,
                    as collateral agent.

10.4                US  Borrower/Subsidiaries  Guaranty,  dated  as of June  30,
                    2005,  made  by  each  of  Silgan   Holdings  Inc.,   Silgan
                    Containers Corporation,  Silgan Plastics Corporation, Silgan
                    Containers  Manufacturing  Corporation,  Silgan LLC,  Silgan
                    Corporation,    RXI   Plastics,    Inc.,   Silgan   Closures
                    Corporation,  Silgan Closures LLC,  Silgan Closures  Holding
                    Company,  Silgan  Closures  International  Holding  Company,
                    Silgan  Equipment  Company,  Silgan  Tubes  Corporation  and
                    Silgan  Tubes  Holding  Company,  in favor of the  creditors
                    thereunder.



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