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

                                    FORM 10-Q

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

For the quarterly period ended March 31, 2008

                                       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, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and "smaller
reporting  company"  in Rule  12b-2 of the  Exchange  Act.

  Large accelerated filer[X]                        Accelerated  filer[ ]

  Non-accelerated filer[ ]                          Smaller reporting company[ ]
  (Do not check if a smaller reporting company)

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

As of April 30,  2008,  the  number of shares  outstanding  of the  Registrant's
common stock, $0.01 par value, was 37,799,554.






                              SILGAN HOLDINGS INC.

                               TABLE OF CONTENTS

                                                                     Page No.
                                                                     --------


Part I.  Financial Information                                           3

     Item 1.    Financial Statements                                     3

                Condensed Consolidated Balance Sheets at                 3
                March 31, 2008 and 2007 and December 31, 2007

                Condensed Consolidated Statements of Income for the      4
                three months ended March 31, 2008 and 2007

                Condensed Consolidated Statements of Cash Flows for      5
                the three months ended March 31, 2008 and 2007

                Condensed Consolidated Statements of Stockholders'       6
                Equity for the three months ended March 31, 2008
                and 2007

                Notes to Condensed Consolidated Financial Statements     7

     Item 2.    Management's Discussion and Analysis of Financial       17
                Condition and Results of Operations

     Item 3.    Quantitative and Qualitative Disclosures About Market   23
                Risk

     Item 4.    Controls and Procedures                                 24

Part II. Other Information                                              24

     Item 6.    Exhibits                                                24

Signatures                                                              25

Exhibit Index                                                           26






                                      -2-







Part I. Financial Information
Item 1. Financial Statements

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



                                                           March 31,         March 31,        Dec. 31,
                                                             2008              2007             2007
                                                             ----              ----             ----
                                                          (unaudited)       (unaudited)
Assets
                                                                                       
Current assets
     Cash and cash equivalents                            $  169,144        $   22,882       $   95,941
     Trade accounts receivable, net                          282,126           274,654          219,775
     Inventories                                             517,683           495,223          427,807
     Prepaid expenses and other current assets                29,525            37,094           27,670
                                                          ----------        ----------       ----------
         Total current assets                                998,478           829,853          771,193

Property, plant and equipment, net                           937,293           904,877          939,627
Goodwill                                                     316,363           296,218          310,692
Other intangible assets, net                                  62,650            62,741           63,526
Other assets, net                                             60,273            50,363           54,975
                                                          ----------        ----------       ----------
                                                          $2,375,057        $2,144,052       $2,140,013
                                                          ==========        ==========       ==========


Liabilities and Stockholders' Equity

Current liabilities
     Revolving loans and current
      portion of long-term debt                           $  330,438        $  201,069       $  112,921
     Trade accounts payable                                  234,439           211,786          272,999
     Accrued payroll and related costs                        80,618            69,673           70,996
     Accrued liabilities                                      51,050            49,506           34,028
                                                          ----------        ----------       ----------
         Total current liabilities                           696,545           532,034          490,944

Long-term debt                                               895,324           934,274          879,581
Other liabilities                                            266,386           284,586          269,405


Stockholders' equity
     Common stock                                                431               430              430
     Paid-in capital                                         154,231           147,871          152,629
     Retained earnings                                       406,778           316,060          392,108
     Accumulated other comprehensive income (loss)            15,536           (11,089)          15,064
     Treasury stock                                          (60,174)          (60,114)         (60,148)
                                                          ----------        ----------       ----------
         Total stockholders' equity                          516,802           393,158          500,083
                                                          ----------        ----------       ----------
                                                          $2,375,057        $2,144,052       $2,140,013
                                                          ==========        ==========       ==========



                                        See accompanying notes.



                                                 -3-




                              SILGAN HOLDINGS INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               For the three months ended March 31, 2008 and 2007
           (Dollars and shares in thousands, except per share amounts)
                                   (Unaudited)

                                                            2008          2007
                                                            ----          ----

Net sales                                                 $679,832      $650,826
Cost of goods sold                                         589,766       550,759
                                                          --------      --------
     Gross profit                                           90,066       100,067

Selling, general and administrative expenses                35,554        36,901
Rationalization charges                                      4,677         1,072
                                                          --------      --------
     Income from operations                                 49,835        62,094

Interest and other debt expense                             16,313        16,099
                                                          --------      --------
     Income before income taxes                             33,522        45,995

Provision for income taxes                                  12,370        17,487
                                                          --------      --------
     Net income                                           $ 21,152      $ 28,508
                                                          ========      ========


Earnings per share:
     Basic net income per share                              $0.56         $0.76
                                                             =====         =====
     Diluted net income per share                            $0.55         $0.75
                                                             =====         =====

Dividends per share                                          $0.17         $0.16
                                                             =====         =====

Weighted average number of shares:
      Basic                                                 37,754        37,613
      Effect of dilutive securities                            435           492
                                                            ------        ------
      Diluted                                               38,189        38,105
                                                            ======        ======


                             See accompanying notes.



                                      -4-



                              SILGAN HOLDINGS INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the three months ended March 31, 2008 and 2007
                             (Dollars in thousands)
                                   (Unaudited)



                                                                 2008                2007
                                                                 ----                ----
                                                                           
Cash flows provided by (used in) operating activities
     Net income                                                $ 21,152           $  28,508
     Adjustments to reconcile net income to net cash
       used in operating activities:
         Depreciation and amortization                           35,959              32,536
         Rationalization charges                                  4,677               1,072
         Excess tax benefit from stock-based compensation          (568)               (432)
         Other changes that provided (used) cash,
             net of effects from acquisitions:
              Trade accounts receivable, net                    (52,695)            (39,543)
              Inventories                                       (73,334)            (66,271)
              Trade accounts payable                             41,597               4,755
              Accrued liabilities                                21,864               9,191
              Other, net                                        (13,292)              7,890
                                                               --------           ---------
         Net cash used in operating activities                  (14,640)            (22,294)
                                                               --------           ---------

Cash flows provided by (used in) investing activities
     Purchase of businesses, net of cash acquired               (10,525)             (7,846)
     Capital expenditures                                       (23,833)            (37,543)
     Proceeds from asset sales                                      250                  19
                                                               --------           ---------
         Net cash used in investing activities                  (34,108)            (45,370)
                                                               --------           ---------

Cash flows provided by (used in) financing activities
     Borrowings under revolving loans                           259,338             288,523
     Repayments under revolving loans                           (53,700)           (114,723)
     Proceeds from issuance of debt                               7,984                --
     Proceeds from stock option exercises                           429                 442
     Changes in outstanding checks - principally vendors        (85,789)            (94,556)
     Dividends paid on common stock                              (6,482)             (6,066)
     Excess tax benefit from stock-based compensation               568                 432
     Repurchase of treasury shares                                 (397)               (243)
                                                               --------           ---------
         Net cash provided by financing activities              121,951              73,809
                                                               --------           ---------

Cash and cash equivalents
     Net increase                                                73,203               6,145
     Balance at beginning of year                                95,941              16,737
                                                               --------           ---------
     Balance at end of period                                  $169,144           $  22,882
                                                               ========           =========


Interest paid, net                                             $ 12,858           $  12,572
Income taxes paid, net                                            3,757               5,386



                             See accompanying notes.




                                      -5-






                                                          SILGAN HOLDINGS INC.
                                                  CONDENSED CONSOLIDATED STATEMENTS OF
                                                          STOCKHOLDERS' EQUITY
                                           For the three months ended March 31, 2008 and 2007
                                                    (Dollars and shares in thousands)
                                                               (Unaudited)


                                            Common Stock                         Accumulated
                                            ------------                           Other                     Total
                                            Shares    Par    Paid-in  Retained  Comprehensive  Treasury   Stockholders'
                                         Outstanding Value   Capital  Earnings  Income(Loss)    Stock        Equity
                                         ----------- -----  -------- ---------  -------------  --------   -------------
                                                                                               
Balance at December 31, 2006                37,588    $429  $146,332  $295,433    $(15,564)    $(60,090)    $366,540

Comprehensive income:

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

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

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

   Foreign currency translation, net
    of tax benefit of $1,794                   --      --       --        --         3,234         --          3,234
                                                                                                            --------
Comprehensive income                                                                                          32,983
                                                                                                            --------

Adjustment to initially apply FIN 48           --      --       --      (1,815)       --           --         (1,815)

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

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

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

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

Balance at December 31, 2007                37,740    $430  $152,629  $392,108    $ 15,064     $(60,148)    $500,083

Comprehensive income:

   Net income                                  --      --       --      21,152        --           --         21,152

   Amortization of net prior service
    credit and net actuarial losses, net
    of tax provision of $67                    --      --       --        --            94         --             94

   Change in fair value of derivatives,
    net of tax benefit of $2,945               --      --       --        --        (4,159)        --         (4,159)

   Foreign currency translation,
    net of tax benefit of $8,746               --      --       --        --         4,537         --          4,537
                                                                                                            --------
Comprehensive income                                                                                          21,624
                                                                                                            --------

Dividends declared on common stock             --      --       --      (6,482)       --           --         (6,482)

Stock compensation expense                     --      --        862      --          --           --            862

Stock option exercises, including
 tax benefit of $609                            40       1     1,037      --          --           --          1,038

Net issuance of treasury stock for
 vested restricted stock units,
 including tax benefit of $74                   20     --       (297)     --          --            (26)        (323)
                                            ------    ----  --------  --------    --------     --------     --------
Balance at March 31, 2008                   37,800    $431  $154,231  $406,778    $ 15,536     $(60,174)    $516,802
                                            ======    ====  ========  ========    ========     ========     ========

                                                         See accompanying notes.

                                                                  -6-





                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2008 and 2007 and for the
                      three months then ended is unaudited)


Note 1.           Significant Accounting Policies

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

The Condensed  Consolidated  Balance Sheet at December 31, 2007 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, 2007.

Recently  Adopted  Accounting  Pronouncements.  In September 2006, the Financial
Accounting  Standards Board, or 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 was effective for us on January 1, 2008. In February
2008, the FASB issued FASB Staff Position, or FSP, No. 157-2, "Effective Date of
FASB Statement No. 157." FSP No. 157-2 delays the effective date of our adoption
of  SFAS  No.  157,  as it  relates  to  applying  fair  value  measurements  to
nonfinancial  assets and  nonfinancial  liabilities  that are not  recognized or
disclosed  on a  recurring  basis (at least  annually),  to January 1, 2009.  We
adopted  SFAS  No.  157,  as  it  relates  to  financial  assets  and  financial
liabilities,  on January 1, 2008.  The  adoption  of SFAS No. 157 did not have a
significant  effect on our  financial  position,  results of  operations or cash
flows.  We are currently  evaluating the impact that SFAS No. 157, as it relates
to  nonfinancial  assets  and  nonfinancial   liabilities,   will  have  on  our
consolidated financial statements. See Note 7 for further information.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets  and  Financial  Liabilities-Including  an  amendment  of FASB
Statement No. 115." SFAS No. 159 permits  entities to elect to measure  eligible
financial  instruments  and  certain  other  items  at fair  value  that are not
currently  required to be measured  at fair  value.  We adopted  SFAS No. 159 on
January 1, 2008.  We have elected not to measure  eligible  items at fair value,
and therefore our adoption of SFAS No. 159 did not have a significant  effect on
our financial position, results of operations or cash flows.



                                      -7-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2008 and 2007 and for the
                      three months then ended is unaudited)


Note 1.           Significant Accounting Policies (continued)

Recent  Accounting  Pronouncements.  In December  2007, the FASB issued SFAS No.
141(R),  "Business  Combinations."  SFAS  No.  141(R)  retains  the  fundamental
requirements  in SFAS No. 141 that the purchase method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination.  SFAS No. 141(R)  establishes  principles and  requirements for the
reporting  entity  in  a  business   combination,   including   recognition  and
measurement in the financial statements of the identifiable assets acquired, the
liabilities assumed and any non-controlling interest at their fair values at the
acquisition date. SFAS No. 141(R) also requires that  acquisition-related  costs
be  recognized  separately  from  the  acquisition.   SFAS  No.  141(R)  applies
prospectively  to business  combinations for which the acquisition date is on or
after  January 1, 2009.  We are  currently  evaluating  the impact that SFAS No.
141(R) will have on our consolidated financial statements.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and  Hedging  Activities."  SFAS No. 161  requires  companies  with
derivative    instruments   to   disclose   information   that   should   enable
financial-statement  users to understand  how and why a company uses  derivative
instruments,  how derivative  instruments and related hedged items are accounted
for under SFAS No.  133,  "Accounting  for  Derivative  Instruments  and Hedging
Activities"  and how  derivative  instruments  and related hedged items affect a
company's financial position, financial performance and cash flows. SFAS No. 161
is effective for us on January 1, 2009. We are currently  evaluating the impact,
if any, that SFAS No. 161 will have on our consolidated financial statements.


Note 2.           Acquisition

In  February  2008,  we  acquired  substantially  all of the assets of the metal
vacuum  closures  operations  of  Grup  Vemsa  1857,  S.L.,  or Vem,  which  had
manufacturing  operations in Spain and China, for an aggregate purchase price of
$10.5  million.  The  acquisition  of Vem was  accounted  for using the purchase
method of accounting.





                                      -8-




                                        SILGAN HOLDINGS INC.
                        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         (Information at March 31, 2008 and 2007 and for the
                                three months then ended is unaudited)




Note 3.           Rationalization Charges

As part of our plans to  rationalize  certain  facilities,  we have  established
reserves for employee  severance and benefits and plant exit costs.  Activity in
our rationalization reserves since December 31, 2007 is summarized as follows:

                                                              Employee        Plant         Non-Cash
                                                              Severance        Exit          Asset
                                                            and Benefits      Costs        Write-Down       Total
                                                            ------------      -----        ----------       -----
                                                                              (Dollars in thousands)
                                                                                                  
Balance at December 31, 2007
----------------------------
2001 Fairfield Rationalization Plan                            $ --           $ 290         $  --          $   290
2006 Rationalization Plans                                      5,104           --             --            5,104
                                                               ------         -----         -------        -------
Balance at December 31, 2007                                    5,104           290            --            5,394

Activity for the Three Months Ended March 31, 2008
--------------------------------------------------
2001 Fairfield Rationalization Plan                              --             (31)           --              (31)
2006 Rationalization Plan Reserves Established                   --             751            --              751
2006 Rationalization Plan Reserves Utilized                      (564)         (751)           --           (1,315)
2008 Rationalization Plan Reserves Established                  2,739           155           1,032          3,926
2008 Rationalization Plan Reserves Utilized                      (666)          --           (1,032)        (1,698)
                                                               ------         -----         -------        --------
Total Activity                                                  1,509           124            --            1,633

Balance at March 31, 2008
-------------------------
2001 Fairfield Rationalization Plan                              --             259            --              259
2006 Rationalization Plans                                      4,540           --             --            4,540
2008 Rationalization Plans                                      2,073           155            --            2,228
                                                               ------         -----         -------        -------
Balance at March 31, 2008                                      $6,613         $ 414         $  --          $ 7,027
                                                               ======         =====         =======        =======

2008 Rationalization Plans
--------------------------

In the  first  quarter  of  2008 as part of our  ongoing  effort  to  streamline
operations and reduce costs, we approved plans to close our metal food container
manufacturing   facility   in  Tarrant,   Alabama  and  our  plastic   container
manufacturing  facility  in  Richmond,   Virginia  and  to  consolidate  certain
activities and administrative positions within our European closures operations.

Our plan to cease  operations  at our Tarrant  facility in the third  quarter of
2008 includes the  termination of  approximately  35 employees and other related
plant exit costs.  We estimate that the total costs for the  rationalization  of
this  facility  will be $2.9  million.  These  costs  include  $0.7  million for
employee  severance  and  benefits,  $1.5  million for plant exit costs and $1.1
million  for the  acceleration  of  depreciation  to  write-down  equipment  for
abandonment upon the exit of the facility, offset by $0.4 million for a non-cash
curtailment  gain for other  postretirement  benefits.  Rationalization  charges
recognized in the first  quarter of 2008 for this action were $0.5  million,  of
which $0.3 million was incurred for the  accelerated  depreciation  of equipment
and $0.2 million was incurred for employee  severance and  benefits.  Additional
charges of $2.4 million are expected through 2009. Cash payments of $2.2 million
are expected through 2009.




                                      -9-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (Information at March 31, 2008 and 2007 and for the
                     three months then ended is unaudited)


Note 3.           Rationalization Charges (continued)

2008 Rationalization Plans (continued)
--------------------------

Our plan to cease  operations  at our Richmond  facility in the third quarter of
2008 includes the  termination of  approximately  15 employees and other related
plant exit costs.  We estimate that the total costs for the  rationalization  of
this  facility  will be $1.6  million.  These  costs  include  $0.2  million for
employee  severance  and  benefits,  $0.6  million for plant exit costs and $0.8
million for the non-cash write-down in carrying value of assets. Rationalization
charges  recognized  in the  first  quarter  of 2008 for this  action  were $0.8
million for the  non-cash  write-down  in carrying  value of assets.  Additional
charges of $0.8 million are expected  primarily in 2008.  Cash  payments of $0.8
million are expected primarily in 2008.

Our plans to consolidate  administrative  functions and streamline operations at
certain  of  our  closure   manufacturing   facilities  in  Europe  include  the
termination  of  approximately  90  employees  and  the  relocation  of  certain
operations into existing facilities.  These decisions resulted in a total charge
to earnings in the first  quarter of 2008 of $2.6  million,  which  consisted of
$2.5 million for employee severance and benefits and $0.1 million for plant exit
costs.  Additional  charges of $0.8 million for employee  severance and benefits
are expected  during the  remainder  of 2008.  Remaining  cash  payments of $2.7
million are expected primarily in 2008.

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.  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
$13.7  million.  As of  December  31,  2007,  total  charges  of  $12.5  million
recognized to date included $5.8 million of non-cash pension and  postretirement
curtailment expense, $2.6 million for employee severance and special termination
benefits,  $1.1  million for plant exit costs and $3.0  million for the non-cash
write-down  and   accelerated   depreciation  of  the  building  and  equipment.
Rationalization  charges  recognized  during the first quarter of 2008 were $0.8
million  for plant exit  costs.  We have  ceased  operations  at this  facility.
Additional  charges of $0.4  million for plant exit costs are  expected  through
2008. Remaining cash payments of $1.5 million are expected primarily in 2008.





                                      -10-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2008 and 2007 and for the
                      three months then ended is unaudited)


Note 3.           Rationalization Charges (continued)

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

In October  2006,  we approved  and  announced  to  employees a plan to exit our
Stockton,  California  metal food  container  manufacturing  facility.  The plan
includes the termination or relocation of approximately  110 employees and other
related plant exit costs. We estimate total rationalization charges for the plan
will be $5.5 million.  As of December 31, 2007,  we  recognized  rationalization
charges of $4.1 million for employee  severance and  benefits,  $0.4 million for
the non-cash  write down in carrying  value of assets and $0.6 million for plant
exit costs.  There were no charges  recognized  in the first quarter of 2008. We
have ceased operations at this facility.  Additional charges of $0.4 million for
plant exit costs are expected  through  2008.  Remaining  cash  payments of $3.7
million are expected through 2009.

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



                                           March 31,     March 31,      Dec. 31,
                                             2008          2007           2007
                                             ----          ----           ----
                                                  (Dollars in thousands)
                                                                    
Accrued liabilities                         $3,683        $1,724         $2,050
Other liabilities                            3,344         3,371          3,344
                                            ------        ------         ------
                                            $7,027        $5,095         $5,394
                                            ======        ======         ======


Note 4.           Accumulated Other Comprehensive Income (Loss)

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

                                          March 31,     March 31,       Dec. 31,
                                            2008          2007            2007
                                            ----          ----            ----
                                                 (Dollars in thousands)

Foreign currency translation              $ 37,153      $ 16,142       $ 32,616
Change in fair value of derivatives         (2,320)        2,461          1,839
Unrecognized net periodic pension and
  other postretirement benefit costs:
     Net prior service credit                4,470         4,616          4,464
     Net actuarial loss                    (23,767)      (34,308)       (23,855)
                                          --------      --------       --------
 Accumulated other comprehensive
   income (loss)                          $ 15,536      $(11,089)      $ 15,064
                                          ========      ========       ========





                                      -11-


                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2008 and 2007 and for the
                      three months then ended is unaudited)




Note 5.           Inventories

Inventories consisted of the following:



                                                     March 31,              March 31,           Dec. 31,
                                                       2008                   2007                2007
                                                       ----                   ----                ----
                                                                    (Dollars in thousands)
                                                                                           
  Raw materials                                      $ 86,079               $ 70,703            $ 91,988
  Work-in-process                                      88,111                 78,697              73,863
  Finished goods                                      362,229                355,682             282,665
  Spare parts and other                                31,823                 27,102              29,566
                                                     --------               --------            --------
                                                      568,242                532,184             478,082
  Adjustment to value domestic inventory
    at cost on the LIFO method                        (50,559)               (36,961)            (50,275)
                                                     --------               --------            --------
                                                     $517,683               $495,223            $427,807
                                                     ========               ========            ========


Note 6.           Long-Term Debt

Long-term debt consisted of the following:


                                                    March 31,              March 31,            Dec. 31,
                                                      2008                   2007                 2007
                                                      -----                  ----                 ----
                                                                    (Dollars in thousands)
                                                                                         
Bank debt
     Bank revolving loans                          $  204,717             $  174,700            $   --
     Bank A term loans                                345,000                345,000             345,000
     Bank B term loans                                 41,477                 41,904              41,477
     Canadian term loans                               88,344                 77,778              91,674
     Euro term loans                                  315,580                267,020             294,480
     Other foreign bank revolving and
       term loans                                      27,644                 25,941              16,871
                                                   ----------             ----------            --------
       Total bank debt                              1,022,762                932,343             789,502
                                                   ----------             ----------            --------

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                                          1,225,762              1,135,343             992,502
     Less current portion                             330,438                201,069             112,921
                                                   ----------             ----------            --------
                                                   $  895,324             $  934,274            $879,581
                                                   ==========             ==========            ========




                                      -12-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2008 and 2007 and for the
                      three months then ended is unaudited)


Note 6.           Long-Term Debt (continued)

At March 31, 2008,  amounts  expected to be repaid within one year  consisted of
$204.7 million of bank  revolving  loans related  primarily to seasonal  working
capital  needs and $95.1  million  of bank term loans  under our senior  secured
credit  facility,  or the  Credit  Agreement,  $27.6  million  of  foreign  bank
revolving and term loans and $3.0 million of other subordinated debt.

At March 31,  2008,  the  aggregate  notional  principal  amount of  outstanding
interest rate swap agreements was $352 million,  of which $39 million matures in
2008 (non-U.S.  dollar  agreements  have been  translated  into U.S.  dollars at
exchange rates in effect at the balance sheet date).


Note 7.           Fair Value Measurements

We  adopted  SFAS No.  157 as it  relates  to  financial  assets  and  financial
liabilities as of January 1, 2008.  SFAS No. 157 defines fair value as the price
that would be received  to sell an asset or paid to  transfer a liability  in an
orderly  transaction  between market  participants at the measurement date (exit
price).  SFAS No. 157  classifies  the inputs used to measure  fair value into a
hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted
prices in active  markets for identical  assets or  liabilities.  Level 2 inputs
represent  unadjusted  quoted  prices in active  markets for  similar  assets or
liabilities,  or unadjusted  quoted  prices for  identical or similar  assets or
liabilities  in markets that are not active,  or inputs other than quoted prices
that are  observable  for the  asset  or  liability.  Level 3  inputs  represent
unobservable inputs for the asset or liability. Financial assets and liabilities
are  classified  in their  entirety  based on the lowest  level of input that is
significant to the fair value measurement.

The financial  assets and liabilities  that are measured on a recurring basis at
March 31, 2008 consist of our  interest  rate swap  agreements.  We measured the
fair value of the interest rate swap agreements using the income  approach.  The
fair value of these agreements  reflects the estimated amounts that we would pay
based on the  present  value of the  expected  cash flows  derived  from  market
interest  rates. As such,  these  derivative  instruments are classified  within
Level 2.

At March 31,  2008,  our  interest  rate swap  agreements  were  valued at a net
liability of $4.0 million.  There were no significant unrealized gains or losses
related to our interest rate swap agreements  recognized in the first quarter of
2008.



                                      -13-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2008 and 2007 and for the
                      three months then ended is unaudited)




Note 8.           Retirement Benefits

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


                                                                                              Other
                                                            Pension Benefits         Postretirement Benefits
                                                            ----------------         -----------------------
                                                         2008              2007        2008           2007
                                                         ----              ----        ----           ----
                                                                       (Dollars in thousands)
                                                                                          
   Service cost                                        $ 3,413           $ 3,662      $ 225          $ 244
   Interest cost                                         6,756             6,160        845            946
   Expected return on plan assets                       (7,603)           (7,678)       --             --
   Amortization of prior service cost (credit)             560               577       (549)          (442)
   Amortization of actuarial losses                         80               173         70            140
                                                       -------           -------      -----          -----
   Net periodic benefit cost                           $ 3,206           $ 2,894      $ 591          $ 888
                                                       =======           =======      =====          =====

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,  2007,  based on current  tax law,  there are no material  minimum  required
contributions to our pension plans in 2008.  However,  this is subject to change
based on a number of factors,  including in the event that asset  performance is
significantly below the assumed long-term rate of return on plan assets.  During
the first three  months of 2008,  we made no  contributions  to fund our pension
plans.


Note 9.           Income Taxes

Holdings and its subsidiaries  file U.S. Federal income tax returns,  as well as
income tax returns in various  states and foreign  jurisdictions.  The  Internal
Revenue  Service,  or IRS, has commenced an examination of Holdings'  income tax
return for the periods  ended  December 31, 2004 and  December  31, 2005.  It is
reasonably possible that this IRS audit and IRS audits for prior periods will be
concluded within the next twelve months, and that the conclusion of these audits
may result in a significant  change to our reported  unrecognized  tax benefits.
Due to the ongoing nature of these audits,  we are unable to estimate the amount
of this potential impact.


Note 10.          Dividends

On March 25,  2008,  we paid a quarterly  cash  dividend on our common  stock of
$0.17 per share, as approved by our Board of Directors. The cash payment related
to this dividend totaled $6.5 million.

On May 7, 2008, our Board of Directors declared a quarterly cash dividend on our
common  stock of $0.17 per share,  payable on June 13, 2008 to holders of record
of our common stock on May 30, 2008.  The cash payment  related to this dividend
is expected to be approximately $6.5 million.





                                      -14-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2008 and 2007 and for the
                      three months then ended is unaudited)


Note 11.          Treasury Stock

In the first  quarter of 2008,  we issued  28,020  treasury  shares which had an
average cost of $13.25 per share for  restricted  stock units that vested during
the period.  In accordance  with the Silgan  Holdings Inc. 2004 Stock  Incentive
Plan,  we  repurchased  8,399  shares of our common  stock at an average cost of
$47.27 to satisfy employee  withholding tax requirements  resulting from certain
restricted stock units becoming vested. We account for the treasury shares using
the  first-in,  first-out  (FIFO) cost method.  As of March 31, 2008,  5,282,214
shares were held in treasury.


Note 12.          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.  During the first three  months of 2008,  we
granted  82,900  restricted  stock  units to  certain  of our  officers  and key
employees.  The fair value of these  restricted stock units at the date of grant
was $3.9 million,  which is being amortized  ratably over the five-year  vesting
period from the date of grant.





                                      -15-




                              SILGAN HOLDINGS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Information at March 31, 2008 and 2007 and for the
                      three months then ended is unaudited)




Note 13.          Business Segment Information

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

                                             Metal Food      Plastic
                                             Containers(1) Containers(2)  Closures(3)  Corporate      Total
                                             ----------    ----------     --------     ---------      -----
                                                                   (Dollars in thousands)
                                                                                         
2008
----
Net sales                                     $351,231      $172,157      $156,444      $   --      $679,832
Depreciation and amortization(4)                16,161        11,406         7,630          421       35,618
Segment income from operations                  25,086        12,580        14,523       (2,354)      49,835

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


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

     (1)  Segment income from  operations  includes  rationalization  charges of
          $1.3  million and $1.1  million for the three  months  ended March 31,
          2008 and 2007, respectively.
     (2)  Segment income from operations  includes a  rationalization  charge of
          $0.8 million for the three months ended March 31, 2008.
     (3)  Segment income from  operations  includes  rationalization  charges of
          $2.6 million for the three months ended March 31, 2008.
     (4)  Depreciation and amortization  excludes  amortization of debt issuance
          costs of $0.3  million  for each of the three  months  ended March 31,
          2008 and 2007.

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

                                                                 2008          2007
                                                                 ----          ----
                                                               (Dollars in thousands)

       Total segment income from operations                    $49,835       $62,094
       Interest and other debt expense                          16,313        16,099
                                                               -------       -------
         Income before income taxes                            $33,522       $45,995
                                                               =======       =======





                                      -16-





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, 2007 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. If acquisition opportunities are not identified
over a longer period of time, we may use our cash flow to repay debt, repurchase
shares of our common  stock or increase  dividends  to our  stockholders  or for
other permitted purposes.

In  February  2008,  we  acquired  substantially  all of the  assets  of Vem,  a
manufacturer  of metal  closures in Spain and China,  for an aggregate  purchase
price of $10.5  million.  In April  2008,  we  acquired  the White Cap  closures
operation  in  Brazil,  thereby  concluding  our  acquisition  of the  White Cap
closures operations from Amcor Limited.




                                      -17-




RESULTS OF OPERATIONS

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

                                                         2008           2007
                                                         ----           ----
Net sales
  Metal food containers                                  51.7%          53.1%
  Plastic containers                                     25.3           25.0
  Closures                                               23.0           21.9
                                                        -----          -----
     Consolidated                                       100.0          100.0
Cost of goods sold                                       86.8           84.6
                                                        -----          -----
Gross profit                                             13.2           15.4
Selling, general and administrative expenses              5.2            5.7
Rationalization charges                                   0.7            0.2
                                                        -----          -----
Income from operations                                    7.3            9.5
Interest and other debt expense                           2.4            2.4
                                                        -----          -----
Income before income taxes                                4.9            7.1
Provision for income taxes                                1.8            2.7
                                                        -----          -----
Net income                                                3.1%           4.4%
                                                        =====          =====


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

                                                        2008           2007
                                                        ----           ----
                                                       (Dollars in millions)

Net sales
  Metal food containers                                $351.2         $345.6
  Plastic containers                                    172.2          162.4
  Closures                                              156.4          142.8
                                                       ------         ------
     Consolidated                                      $679.8         $650.8
                                                       ======         ======

Income from operations
  Metal food containers (1)                            $ 25.1         $ 28.8
  Plastic containers (2)                                 12.6           19.8
  Closures (3)                                           14.5           15.8
  Corporate                                              (2.4)          (2.3)
                                                       ------         ------
     Consolidated                                      $ 49.8         $ 62.1
                                                       ======         ======


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

     (1)  Includes  rationalization  charges of $1.3  million  and $1.1  million
          recorded in 2008 and 2007, respectively.
     (2)  Includes a rationalization charge of $0.8 million recorded in 2008.
     (3)  Includes rationalization charges of $2.6 million recorded in 2008.



                                      -18-




Three  Months  Ended March 31, 2008  Compared  with Three Months Ended March 31,
2007

Overview.  Consolidated  net sales were $679.8  million in the first  quarter of
2008,  representing  a 4.5 percent  increase as compared to the first quarter of
2007  primarily  as a  result  of  higher  average  selling  prices  across  all
businesses  largely  attributable to the pass through of higher raw material and
other manufacturing costs and favorable foreign currency translation,  partially
offset by lower unit volumes in the metal food container  business.  Income from
operations  for the first  quarter of 2008 of $49.8  million  decreased by $12.3
million,  or 19.8 percent,  as compared to the same period in 2007 due to higher
rationalization  charges  incurred  in  the  first  quarter  of  2008,  benefits
impacting  the first  quarter of 2007 from the  provisional  inventory  build of
metal food  containers  and the benefit in the first  quarter of 2007 due to the
lagged  pass  through  of  declines  in  resin  costs in the  plastic  container
business.  Results for 2008  included  rationalization  charges of $4.7 million.
Results for 2007 included  rationalization  charges of $1.1 million.  Net income
for the first quarter of 2008 was $21.2 million,  or $0.55 per diluted share, as
compared to $28.5 million,  or $0.75 per diluted  share,  for the same period in
2007.

Net Sales.  The $29.0 million  increase in  consolidated  net sales in the first
quarter  of 2008 as  compared  to the first  quarter  of 2007 was the  result of
higher  net  sales  across  all  businesses  and  favorable   foreign   currency
translation of approximately $14.5 million.

Net sales for the metal food container business  increased $5.6 million,  or 1.6
percent,  in the first  quarter of 2008 as  compared to the same period in 2007.
This increase was primarily attributable to higher average selling prices due to
the pass through of higher raw material and other manufacturing costs, partially
offset by lower unit volumes.

Net sales for the  plastic  container  business  in the  first  quarter  of 2008
increased $9.8 million,  or 6.0 percent, as compared to the same period in 2007.
This increase was primarily due to higher average  selling prices as a result of
the pass  through  of higher  raw  material  costs and the  impact of  favorable
foreign currency translation of approximately $5.2 million.

Net sales for the closures business increased $13.6 million,  or 9.5 percent, in
the first quarter of 2008 as compared to the same period in 2007.  This increase
was  primarily  the  result  of  favorable   foreign  currency   translation  of
approximately  $9.3  million,  higher  average  selling  prices  due to the pass
through of higher raw  material  costs and an  increase  in unit  volumes in the
domestic  closure  operations,  partially  offset  by a  less  favorable  mix of
products sold.

Gross  Profit.  Gross profit  margin  decreased  2.2  percentage  points to 13.2
percent in the first  quarter of 2008 as compared to the same period in 2007 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 decreased 0.5
percentage  points to 5.2 percent  for the first  quarter of 2008 as compared to
5.7 percent for the same period in 2007,  due  primarily to the  recognition  in
2008 of  management  fee  income  of $2.2  million  from the  management  of the
Brazilian  White Cap closures  operation  during the delayed  closing  period up
until it was acquired from Amcor Limited.

Income from  Operations.  Income from  operations  for the first quarter of 2008
decreased  by $12.3  million  as  compared  to the first  quarter  of 2007,  and
operating  margin  decreased  to 7.3  percent  from  9.5  percent  over the same
periods.



                                      -19-



Income  from  operations  of the metal  food  container  business  for the first
quarter of 2008 decreased $3.7 million, or 12.8 percent, as compared to the same
period in 2007, and operating  margin  decreased to 7.1 percent from 8.3 percent
over the same  periods.  These  declines  were  primarily  a result of  benefits
derived  in the first  quarter  of 2007 from a  provisional  inventory  build in
anticipation of certain union  negotiations  which were completed later in 2007,
lower unit volumes and higher depreciation expense as a result of higher capital
spending in 2007,  partly offset by the benefits  attributable to the closing of
the St. Paul,  Minnesota  and  Stockton,  California  manufacturing  facilities,
general cost  reductions  and  improved  manufacturing  efficiencies.  The first
quarter of 2008 included total  rationalization  charges of $1.3 million related
to ongoing costs to exit the St. Paul manufacturing  facility as well as initial
costs incurred for the shutdown of the Tarrant,  Alabama manufacturing facility.
The first  quarter of 2007  included  rationalization  charges  of $1.1  million
related to costs to exit the St. Paul and Stockton manufacturing facilities.

Income from operations of the plastic  container  business for the first quarter
of 2008 decreased $7.2 million,  or 36.4 percent, as compared to the same period
in 2007,  and operating  margin  decreased to 7.3 percent from 12.2 percent over
the same periods. These decreases were primarily a result of the negative effect
from the timing of the pass through of resin costs to customers  particularly in
light of  escalating  resin costs  experienced  in the first  quarter of 2008 as
compared to declines in resin costs  experienced  in the first  quarter of 2007,
rationalization charges of $0.8 million related to the shutdown of the Richmond,
Virginia manufacturing facility and higher depreciation expense.

Income from  operations  of the closures  business for the first quarter of 2008
decreased $1.3 million,  or 8.2 percent, as compared to the same period in 2007,
and  operating  margin  decreased to 9.3 percent from 11.1 percent over the same
periods.  These decreases were due primarily to rationalization  charges of $2.6
million  recognized in the first quarter of 2008 related to the  streamlining of
certain  operations and  consolidation  of various  administrative  positions in
Europe as well as the benefit  recognized  in the first  quarter of 2007 of $1.4
million from the sale of certain previously leased capping equipment,  partially
offset  by  management  fee  income  of $2.2  million  from the  pre-acquisition
management of the Brazilian White Cap closures operation.

Interest and Other Debt  Expense.  Interest and other debt expense for the first
quarter of 2008  increased $0.2 million to $16.3 million as compared to the same
period in 2007. This increase resulted primarily from higher average borrowings,
largely offset by lower market interest rates.


CAPITAL RESOURCES AND LIQUIDITY

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

For the three months ended March 31, 2008,  we used net  borrowings of revolving
loans of $205.6  million,  debt borrowings of $8.0 million and net proceeds from
stock-based  compensation  issuances  of  $0.6  million  to  fund  cash  used in
operations of $14.6 million  primarily for our seasonal  working  capital needs,
net capital  expenditures  of $23.6  million,  our  acquisition of Vem for $10.5
million,  decreases in outstanding checks of $85.8 million and dividends paid on
our common stock of $6.5 million and to increase cash balances by $73.2 million.
At the end of 2007 and through the first quarter of 2008 in light of the current
credit markets, we maintained a significant amount of cash,  increasing our cash
balances at March 31, 2008 to $169.2 million.



                                      -20-




For the three months ended March 31, 2007,  we used net  borrowings of revolving
loans of $173.8 million and net proceeds from stock-based compensation issuances
of $0.6 million to fund cash used in operations  of $22.3 million  primarily for
our seasonal working capital needs,  net capital  expenditures of $37.5 million,
our  acquisition of the White Cap operations in Venezuela for $7.8 million,  net
of cash acquired, decreases in outstanding checks of $94.6 million and dividends
paid on our common stock of $6.1 million and to increase  cash  balances by $6.1
million.

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

At March 31, 2008, we had $204.7 million of revolving  loans  outstanding  under
the Credit Agreement.  After taking into account  outstanding letters of credit,
the available  portion of the revolving loan facility under the Credit Agreement
at March 31, 2008 was $202.3  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 2008, we estimate that we will utilize  approximately $300 - $350 million
of revolving  loans under the Credit  Agreement  for our peak  seasonal  working
capital requirements.

On May 7, 2008, our Board of Directors declared a quarterly cash dividend on our
common  stock of $0.17 per share,  payable on June 13, 2008 to holders of record
of our common stock on May 30, 2008.  The cash payment  related to this dividend
is expected to be approximately $6.5 million.

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

We are in compliance with all financial and operating covenants contained in our
financing  agreements  and believe  that we will  continue  to be in  compliance
during 2008 with all of these covenants.

Rationalization Charges

In the first  quarter  of 2008,  as part of our  ongoing  effort  to  streamline
operations and reduce costs, we approved plans to close our metal food container
manufacturing   facility   in  Tarrant,   Alabama  and  our  plastic   container
manufacturing  facility  in  Richmond,   Virginia  and  to  consolidate  certain
activities and administrative positions within our European closures operations.

Our plan to cease  operations  at our Tarrant  facility in the third  quarter of
2008 includes the  termination of  approximately  35 employees and other related
plant exit costs.  We estimate that the total costs for the  rationalization  of
this  facility  will be $2.9  million.  These  costs  include  $0.7  million for
employee  severance  and  benefits,  $1.5  million for plant exit costs and $1.1
million  for the  acceleration  of  depreciation  to  write-down  equipment  for
abandonment upon the exit of the facility, offset by $0.4 million for a non-cash
curtailment  gain for other  postretirement  benefits.  Rationalization  charges
recognized in the first  quarter of 2008 for this action were $0.5  million,  of
which $0.3 million was incurred for the  accelerated  depreciation  of equipment
and $0.2 million was incurred for employee  severance and  benefits.  Additional
charges of $2.4 million are expected through 2009. Cash payments of $2.2 million
are expected through 2009.



                                      -21-




Our plan to cease  operations  at our Richmond  facility in the third quarter of
2008 includes the  termination of  approximately  15 employees and other related
plant exit costs.  We estimate that the total costs for the  rationalization  of
this  facility  will be $1.6  million.  These  costs  include  $0.2  million for
employee  severance  and  benefits,  $0.6  million for plant exit costs and $0.8
million for the non-cash write-down in carrying value of assets. Rationalization
charges  recognized  in the  first  quarter  of 2008 for this  action  were $0.8
million for the  non-cash  write-down  in carrying  value of assets.  Additional
charges of $0.8 million are expected  primarily in 2008.  Cash  payments of $0.8
million are expected primarily in 2008.

Our plans to consolidate  administrative  functions and streamline operations at
certain  of  our  closure   manufacturing   facilities  in  Europe  include  the
termination  of  approximately  90  employees  and  the  relocation  of  certain
operations into existing facilities.  These decisions resulted in a total charge
to earnings in the first  quarter of 2008 of $2.6  million,  which  consisted of
$2.5 million for employee severance and benefits and $0.1 million for plant exit
costs.  Additional  charges of $0.8 million for employee  severance and benefits
are expected  during the  remainder  of 2008.  Remaining  cash  payments of $2.7
million are expected primarily in 2008.

In 2006,  we announced  our plans to exit our St. Paul,  Minnesota and Stockton,
California  metal  food  container  manufacturing  facilities.  We  have  ceased
operations at both of these  facilities.  We incurred charges of $0.8 million in
the first quarter of 2008 related to the St. Paul rationalization.  We expect to
incur  additional  charges of $0.8  million  for plant exit costs  through  2008
related to the St. Paul and Stockton rationalizations.

Under our rationalization  plans, we made cash payments of $2.0 million and $0.3
million for the three months ended March 31, 2008 and 2007, respectively.  Total
future  cash  spending  of  $10.9  million  is  expected  for  our   outstanding
rationalization plans.

You should also read Note 3 to our Condensed  Consolidated  Financial Statements
for the three months ended March 31, 2008 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 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 was effective for us on January 1, 2008.
In  February  2008,  the FASB  issued  FSP No.  157-2,  "Effective  Date of FASB
Statement No. 157." FSP No. 157-2 delays the  effective  date of our adoption of
SFAS No. 157, as it relates to applying fair value  measurements to nonfinancial
assets and  nonfinancial  liabilities  that are not recognized or disclosed on a
recurring  basis (at least  annually),  to January 1, 2009.  We adopted SFAS No.
157, as it relates to financial assets and financial liabilities,  on January 1,
2008.  The  adoption  of SFAS No. 157 did not have a  significant  effect on our
financial  position,  results of  operations  or cash  flows.  We are  currently
evaluating  the impact that SFAS No. 157, as it relates to  nonfinancial  assets
and  nonfinancial   liabilities,   will  have  on  our  consolidated   financial
statements.  You should also read Note 7 to our Condensed Consolidated Financial
Statements for the three months ended March 31, 2008 included  elsewhere in this
Quarterly Report.



                                      -22-



In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets  and  Financial  Liabilities-Including  an  amendment  of FASB
Statement No. 115." SFAS No. 159 permits  entities to elect to measure  eligible
financial  instruments  and  certain  other  items  at fair  value  that are not
currently  required to be measured  at fair  value.  We adopted  SFAS No. 159 on
January 1, 2008.  We have elected not to measure  eligible  items at fair value,
and therefore our adoption of SFAS No. 159 did not have a significant  effect on
our financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations." SFAS
No.  141(R)  retains  the  fundamental  requirements  in SFAS  No.  141 that the
purchase method of accounting be used for all business  combinations  and for an
acquirer  to be  identified  for each  business  combination.  SFAS  No.  141(R)
establishes  principles and  requirements for the reporting entity in a business
combination,  including  recognition and measurement in the financial statements
of  the  identifiable   assets  acquired,   the  liabilities   assumed  and  any
non-controlling  interest at their fair values at the acquisition date. SFAS No.
141(R) also requires  that  acquisition-related  costs be recognized  separately
from  the  acquisition.  SFAS  No.  141(R)  applies  prospectively  to  business
combinations  for which the acquisition  date is on or after January 1, 2009. We
are  currently  evaluating  the  impact  that SFAS No.  141(R)  will have on our
consolidated financial statements.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and  Hedging  Activities."  SFAS No. 161  requires  companies  with
derivative    instruments   to   disclose   information   that   should   enable
financial-statement  users to understand  how and why a company uses  derivative
instruments,  how derivative  instruments and related hedged items are accounted
for under SFAS No.  133,  "Accounting  for  Derivative  Instruments  and Hedging
Activities"  and how  derivative  instruments  and related hedged items affect a
company's financial position, financial performance and cash flows. SFAS No. 161
is effective for us on January 1, 2009. We are currently  evaluating the impact,
if any, that SFAS No. 161 will have on our consolidated financial statements.


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

Market  risks  relating  to our  operations  result  primarily  from  changes in
interest rates and, with respect to our  international  closures  operations and
our Canadian plastic container operations, from foreign currency exchange rates.
In the normal course of business,  we also have 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,  2007.  Since such filing 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.




                                      -23-






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.


Part II.  Other Information


Item 6.   Exhibits

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


     10.1           Contract of Employment  between Silgan White Cap Deutschland
                    GmbH (formerly Amcor White Cap  Deutschland  GmbH) and Peter
                    Konieczny, effective from September 1, 2004.

     12             Ratio of  Earnings  to Fixed  Charges  for the three  months
                    ended March 31, 2008 and 2007.

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

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

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

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








                                      -24-





                                   SIGNATURES


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




                                                   SILGAN HOLDINGS INC.



Dated:  May 12, 2008                               /s/ Robert B. Lewis
                                                   ----------------------------
                                                   Robert B. Lewis
                                                   Executive Vice President and
                                                   Chief Financial Officer








                                      -25-




                                  EXHIBIT INDEX


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

    10.1            Contract of Employment  between Silgan White Cap Deutschland
                    GmbH (formerly Amcor White Cap  Deutschland  GmbH) and Peter
                    Konieczny, effective from September 1, 2004.

    12              Ratio of  Earnings  to Fixed  Charges  for the three  months
                    ended March 31, 2008 and 2007.

    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.






                                      -26-