SILGAN CORP
10-Q, 1995-08-14
METAL CANS
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                                                               Page 1 of 17


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

                                FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarter Ended June 30, 1995 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) of the Securities
Exchange Act of 1934 for the Period ____________ to ____________.


                     Commission file number  1-11200

                            SILGAN CORPORATION
          (Exact name of registrant as specified in its charter)

       Delaware                              06-1207662
(State of Incorporation)       (I.R.S. Employer Identification Number)


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

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


Indicate by  check  mark  whether 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 [   ]

As of August  10, 1995, the  number of shares  outstanding of  each of the
issuer's classes of common stock is as follows:

          Classes of shares of                         Number of
common stock outstanding, $0.01 par value          shares outstanding

                Class A                                    1
                Class B                                    1<PAGE>


                                                               Page 2 of 17
Part I. Financial Information
Item 1. Financial Statements

                            SILGAN CORPORATION
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                              (In thousands)

                                          June 30,   June 30,   Dec. 31,
                                            1995       1994       1994
                                         (unaudited)(unaudited)(audited)
ASSETS
Current assets:
  Cash and cash equivalents                $    836  $  6,658  $  2,665
  Accounts receivable, net                   74,926    77,216    65,229
  Inventories                               164,138   142,560   122,429
  Prepaid expenses and other current
   assets                                     6,123     3,873     8,044
     Total current assets                   246,023   230,307   198,367

Property, plant and equipment, net          255,453   281,580   251,810
Goodwill, net                                29,389    23,669    30,009
Other assets                                 18,070    23,495    20,491
                                           $548,935  $559,051  $500,677

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Trade accounts payable                   $ 44,826  $ 49,814  $ 36,845
  Accrued payroll and related costs          25,307    24,530    26,019
  Accrued interest payable                    1,735     1,746     1,713
  Accrued expenses and other current
   liabilities                               17,394    13,281    17,542
  Bank working capital loans                 39,750    34,950    12,600
  Current portion of long-term debt          19,514    20,000    21,968
     Total current liabilities              148,526   144,321   116,687

Long-term debt                              282,568   305,000   282,568
Deferred income taxes                        13,017    12,957    13,017
Other long-term liabilities                  25,239    35,000    25,060

Common stockholder's equity:
  Additional paid-in capital                 72,635    69,135    69,535
  Retained earnings (deficit)                 6,950    (7,362)   (6,190)
     Total common stockholder's equity       79,585    61,773    63,345
                                           $548,935  $559,051  $500,677


                         See accompanying notes.<PAGE>


                                                               Page 3 of 17
                            SILGAN CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               (Unaudited)
                              (In thousands)


                                                      Three Months Ended

                                                     June 30,   June 30,
                                                       1995       1994

Net sales                                            $201,726  $200,959

Cost of goods sold                                    171,879   172,612

  Gross profit                                         29,847    28,347

Selling, general and administrative expenses            7,917     9,452

  Income from operations                               21,930    18,895

Interest expense and other related 
    financing costs                                     9,675     8,928

  Income before income taxes                           12,255     9,967

Income tax provision                                    4,900     4,075

  Net income                                         $  7,355  $  5,892















                         See accompanying notes.<PAGE>


                                                               Page 4 of 17
                            SILGAN CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               (Unaudited)
                              (In thousands)


                                                       Six Months Ended

                                                     June 30,   June 30,
                                                       1995       1994

Net sales                                            $404,990  $387,203

Cost of goods sold                                    346,144   336,132

  Gross profit                                         58,846    51,071

Selling, general and administrative expenses           17,315    18,051

  Income from operations                               41,531    33,020

Interest expense and other related
    financing costs                                    19,091    17,297

  Income before income taxes                           22,440    15,723

Income tax provision                                    9,300     6,450

  Net income                                         $ 13,140  $  9,273















                         See accompanying notes.<PAGE>


                                                               Page 5 of 17
                            SILGAN CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)
                              (In thousands)
                                                      Six Months Ended
                                                     June 30,   June 30,
                                                       1995       1994
Cash flows from operating activities:
  Net income                                         $ 13,140   $ 9,273
  Adjustments to reconcile net income to net
       cash used by operating activities:
     Depreciation                                      15,993    18,280
     Amortization                                       3,226     2,973
     Other items                                            3       551
     Contribution by Parent for federal income tax
       provision                                        3,100     5,000
     Changes in assets and liabilities:
          (Increase) in accounts receivable            (9,814)  (33,182)
          (Increase) in inventories                   (41,709)  (33,907)
          Increase in trade accounts payable            7,981    17,901
          Other, net                                   (2,044)    1,758
            Total adjustments                         (23,264)  (20,626)
     Net cash used by operating activities            (10,124)  (11,353)

Cash flows from investing activities:
  Capital expenditures                                (19,671)   (9,641)
  Proceeds from sale of assets                          3,270       -  
     Net cash used in investing activities            (16,401)   (9,641)

Cash flows from financing activities:
  Borrowings under working capital loans              181,410   183,500
  Repayments under working capital loans             (154,260) (150,750)
  Repayment of term loans                              (2,454)      -
  Payments to former shareholders                         -      (5,303)
     Net cash provided by financing activities         24,696    27,447

Net increase (decrease) in cash and cash equivalents   (1,829)    6,453
Cash and cash equivalents at beginning of year          2,665       205
Cash and cash equivalents at end of period            $   836   $ 6,658

Supplementary data:
  Interest paid                                       $16,943   $14,071
  Income taxes paid                                     8,055     1,389


                         See accompanying notes.<PAGE>


                                                               Page 6 of 17
                            SILGAN CORPORATION
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (Information at June 30, 1995 and 1994 and for the
           three months and six months then ended is unaudited)

1.  Basis of Presentation

The accompanying condensed unaudited  consolidated financial statements of
Silgan Corporation  ("Silgan"  or  the "Company")  have  been  prepared in
accordance with  Rule  10-01  of Regulation  S-X  and,  therefore,  do not
include all information and footnotes necessary for a fair presentation of
financial position,  results of  operations and  cash flows  in conformity
with generally  accepted  accounting  principles.   All  adjustments  of a
normal recurring nature  have been  made, including  appropriate estimates
for reserves and  provisions which are  normally determined  or settled at
year end.    In the  opinion  of the  Company,  however,  the accompanying
financial statements  contain  all  adjustments  (consisting  solely  of a
normal recurring nature)  necessary to  present fairly  Silgan's financial
position as of June 30, 1995  and 1994 and December  31, 1994, the results
of operations for the three months and six  months ended June 30, 1995 and
1994, and the statements of cash  flows for the six  months ended June 30,
1995 and 1994.

While the Company believes that the  disclosures presented are adequate to
make the information not misleading, it  is suggested that these financial
statements be read in conjunction with  the financial statements and notes
included in  Silgan's  Annual  Report on  Form  10-K  for  the  year ended
December 31, 1994.

Effective October 1, 1994, the Company extended the estimated useful lives
of certain fixed assets  to more properly reflect  the true economic lives
of such assets  and to better  align the Company's  depreciable lives with
the predominate practice in  its industry.   The change had  the effect of
decreasing depreciation expense for the six  months ended June 30, 1995 by
$3.0 million and increasing net income by $1.8 million.

2.  Inventories

Inventories consisted of the following (in thousands):

                                         June 30,  June 30,   Dec. 31,
                                           1995      1994       1994
  Raw materials and supplies            $ 30,430   $ 28,127   $ 40,196
  Work-in-process                         19,413     19,221     19,045
  Finished goods                         119,629     93,835     63,409
                                         169,472    141,183    122,650
  Adjustment to value inventory
    at cost on the LIFO Method            (5,334)     1,377       (221)
                                        $164,138   $142,560   $122,429<PAGE>


                                                               Page 7 of 17
                            SILGAN CORPORATION
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (Information at June 30, 1995 and 1994 and for the
           three months and six months then ended is unaudited)


3.   Subsequent Events

On August 1, 1995,  pursuant to the  Asset Purchase Agreement  dated as of
June 2,  1995 between  American National  Can  Company ("ANC")  and Silgan
Containers  Corporation,  a   wholly  owned  subsidiary   of  the  Company
("Containers"), Containers  acquired  from ANC  substantially  all  of the
fixed assets  and working capital,  and assumed  certain specified limited
liabilities, of ANC's Food Metal and Specialty business (the  "Business").
In consideration thereof, Containers paid ANC an  aggregate purchase price
of $336.3 million,  which included  $157.7  million  for  the  net working
capital of the Business.   The acquisition will be accounted for under the
purchase method.   In 1994,  the Business  had net sales of  approximately
$597.0 million.

In conjunction with the acquisition, the Company entered into a new $675.0
million credit facility with a group of banks to (i) refinance in full all
amounts owing under both Silgan's existing  credit agreement and its $50.0
million Senior Secured Floating  Rate Notes, (ii)  finance the acquisition
by Containers of the Business, (iii) pay dividends to Silgan Holdings Inc.
("Holdings"), the parent  company of  Silgan, in an  amount not  to exceed
$75.0 million, which  dividends are to  be used by  Holdings to repurchase
its 13-1/4% Senior  Discount Debentures,  and (iv)  pay fees  and expenses
associated therewith.  As a result  of the early extinguishment of amounts
owed under its existing secured debt  facilities, the Company will incur a
charge of $4.5 million.<PAGE>


                                                               Page 8 of 17
Item 2.

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Three Months Ended June 30, 1995 Compared with
Three Months Ended June 30, 1994

Summary results for the Company's two business segments, metal and plastic
containers, for the three months ended June 30, 1995 and 1994 are provided
below.
                                                      June 30     
                                                 1995         1994
                                                   (In millions)
       Net sales:
          Metal containers & other             $144.5        $152.8
          Plastic containers                     57.2          48.1
            Consolidated                       $201.7        $200.9

       Operating profit:
          Metal containers & other             $ 18.0        $ 17.2
          Plastic containers                      3.5           1.9
          Corporate                               0.4          (0.2)
            Consolidated                       $ 21.9        $ 18.9


Consolidated net sales of  $201.7 million for the  three months ended June
30, 1995 remained flat  as compared with  sales of $200.9  million for the
same period in 1994.

Net sales for  the metal  container business (including  paper containers)
were $144.5 million for the three months ended June 30,1995, a decrease of
$8.3 million (5.4%) from net  sales of $152.8 million  for the same period
in 1994. As compared to the three months ended June 30, 1994, net sales of
metal cans decreased $7.9  million (5.3%) for the  same three month period
in 1995  principally due  to  lower unit  volume.   Sales  to  Nestle Food
Company ("Nestle") declined $2.0 million (3.9%)  due to lower unit volume,
while sales  to  Del Monte  Corporation  ("Del Monte")  were  $1.8 million
(4.4%) higher than  the same  period in  1994.   Sales to  other customers
decreased $7.7 million  (13.4%) principally as  a result of  a delayed and
anticipated smaller vegetable  pack in  1995 due  to unseasonably  wet and
cool weather in the Midwest during the  planting season.  Wet weather also
contributed to a  delayed and  expected smaller tomato  and fruit  pack in
California.  Sales  of paper  containers included  in the  metal container
segment declined  $0.4 million  to $2.1  million  during the  three months
ended June 30, 1995 as compared to the same period in 1994.<PAGE>


                                                               Page 9 of 17
RESULTS OF OPERATIONS (continued)

Net sales for the  plastic container business of  $57.2 million during the
three months ended  June 30, 1995  increased $9.1 million,  or 18.9%, over
net sales of $48.1 million for the same period in 1994.  This increase was
attributable to both higher  average sales prices due  to the pass through
of higher  resin  costs  and increased  unit  sales  to  new  and existing
customers.

Cost of goods  sold as  a percentage of  consolidated net  sales was 85.2%
($171.9 million) for the three  months ended June 30,  1995, a decrease of
0.7 percentage points, as compared to  85.9% ($172.6 million) for the same
period in 1994.   The decrease  in cost of  goods sold as  a percentage of
consolidated net  sales principally  resulted from  improved manufacturing
efficiencies, lower per unit  manufacturing costs realized as  a result of
higher production volumes and lower depreciation expense.

Selling,  general  and   administrative  expenses   as  a   percentage  of
consolidated net  sales  declined  0.8  percentage  points  to  3.9% ($7.9
million) for the  three months  ended June 30,  1995, as  compared to 4.7%
($9.5 million) for the three months ended June 30, 1994.   The decrease in
selling, general and  administrative expenses  for the three  months ended
June 30, 1995 as  compared to the same  period in the  prior year resulted
from the reversal  of a  corporate charge taken  in the  first quarter for
legal costs paid and accrued  for the acquisition of  ANC's Food Metal and
Specialty business (since the transaction has been consummated these costs
will be capitalized) and reduced charges for uncollectible accounts.

Income from operations as a percentage of consolidated net sales increased
1.5 percentage points to 10.9% ($21.9 million)  for the three months ended
June 30, 1995, compared with  9.4% ($18.9 million) for  the same period in
1994.   The  increase  in  income  from  operations  as  a  percentage  of
consolidated net sales was attributable  to the aforementioned improvement
in gross margin  and the decrease  in selling,  general and administrative
expenses.

Income from  operations  as  a  percentage  of  net  sales  for  the metal
container  business  increased  1.2  percentage  points  to  12.5%  ($18.0
million) during  the second  three months  of 1995,  as compared  to 11.3%
($17.2 million) for the same period in  the prior year, principally due to
lower per unit manufacturing costs realized  on greater production volume,
lower depreciation expense and lower selling and administrative expenses.<PAGE>


                                                              Page 10 of 17
RESULTS OF OPERATIONS (continued)

Income from operations  as a percentage  of net sales  attributable to the
plastic container business  for the three  months ended June  30, 1995 was
6.2% ($3.5  million), as  compared to  3.9%  ($1.9 million)  for  the same
period in  1994.    The  improved  operating  performance  of  the plastic
container business resulted from increased unit  sales volume and improved
manufacturing efficiencies realized as a result of capital investment.

Interest expense increased by  approximately $0.8 million  to $9.7 million
for the three  months ended  June 30,  1995.   The increase  resulted from
higher  average  borrowing  rates  offset,  in   part,  by  lower  average
outstanding borrowings.

The provisions for income taxes for the  three months ended  June 30, 1995
and 1994 provide for  federal, state and  foreign taxes as  if the Company
were a  separate  taxpayer  in  accordance  with  Statement  of  Financial
Accounting Standards No. 109, "Accounting for Income Taxes".

As a result  of the items  discussed above, the  net income  for the three
months ended June 30, 1995 was $7.4 million, $1.5 million greater than the
net income for the three months ended June 30, 1994 of $5.9 million.

Six Months Ended June 30, 1995 Compared with
Six Months Ended June 30, 1994

Summary results for the Company's two business segments, metal and plastic
containers, for the six months  ended June 30, 1995  and 1994 are provided
below.
                                                      June 30     
                                                 1995         1994
                                                   (In millions)
       Net sales:
          Metal containers & other             $289.2        $289.1
          Plastic containers                    115.8          98.1
            Consolidated                       $405.0        $387.2

       Operating profit:
          Metal containers & other             $ 34.0        $ 29.4
          Plastic containers                      7.7           3.9
          Corporate                              (0.2)         (0.3)
            Consolidated                       $ 41.5        $ 33.0<PAGE>


                                                              Page 11 of 17
RESULTS OF OPERATIONS (continued)

Consolidated net sales increased $17.8 million, or 4.6%, to $405.0 million
for the six months ended June 30, 1995,  as compared to $387.2 million for
the same period in  1994.  This  increase resulted from  the generation of
greater sales  by the  plastic container  business, along  with additional
sales realized  by  the metal  container  business because  of  its longer
reporting period.  For  interim reporting purposes,  the accounting period
for the metal container business ends on the last Friday of the applicable
month.  As  a result, the  operating results for  the first  six months of
1995 for the metal  container business include activity  for six more days
than for the same period in 1994, which  had the effect of increasing both
sales and income for this segment.

Net sales for the metal container business (including paper containers) of
$289.2 million for the six months  ended June 30, 1995  were flat with net
sales of $289.1 million for the  same period in 1994.   As compared to the
first six months of the prior year, net sales of metal cans increased $1.3
million (0.5%) for the  first six months  of 1995 due  to slightly greater
unit volume.   Sales to Nestle  increased $6.5  million (6.4%) principally
due to an increase  in unit sales  of pet food  containers.  Additionally,
higher unit sales to Del Monte resulted  in a $6.5 million (8.5%) increase
in sales over the same period in 1994.   Sales to other customers declined
$11.6  million  (11.0%)  principally  as  a  result  of  the  delayed  and
anticipated smaller  Midwest vegetable  pack in  1995.   Wet  weather also
contributed to a  delayed and  expected smaller tomato  and fruit  pack in
California.  Sales  of paper  containers included  in the  metal container
segment declined $1.3 million to $4.1 million during 1995.

Net sales for the plastic container  business of $115.8 million during the
six months ended June 30, 1995 increased $17.7 million, or 18.1%, over net
sales of $98.1  million for the  same period in  1994.   This increase was
attributable to both higher  average sales prices due  to the pass through
of higher  resin  costs  and increased  unit  sales  to  new  and existing
customers.

Cost of goods sold as a percentage  of consolidated net sales improved 1.3
percentage points to 85.5% ($346.1 million)  for the six months ended June
30, 1995, as  compared to  86.8% ($336.1 million)  for the  same period in
1994.  The decrease in cost of goods  sold as a percentage of consolidated
net sales  principally resulted  from lower  per unit  manufacturing costs
realized on higher production volumes, improved manufacturing efficiencies
resulting from  capital investment  and plant  rationalizations  and lower
depreciation expense.<PAGE>


                                                              Page 12 of 17
RESULTS OF OPERATIONS (continued)

Selling,  general  and   administrative  expenses   as  a   percentage  of
consolidated net sales were 4.3% ($17.3  million) for the six months ended
June 30, 1995,  as compared  to 4.7%  ($18.1 million)  for the  six months
ended June 30, 1994.  The  decrease in selling, general and administrative
expenses as  a percentage  of consolidated  net  sales for  the  first six
months of 1995 as compared to  the same period in  the prior year resulted
from relatively flat period to period expense on greater sales volume.

Income from operations as a percentage of consolidated net sales increased
1.8 percentage points  to 10.3% ($41.5  million) for the  six months ended
June 30, 1995, compared with  8.5% ($33.0 million) for  the same period in
1994.   The  increase  in  income  from  operations  as  a  percentage  of
consolidated net sales was attributable  to the aforementioned improvement
in gross margin  and the decrease  in selling,  general and administrative
expenses.

Income from  operations  as  a  percentage  of  net  sales  for  the metal
container  business  increased  1.5  percentage  points  to  11.7%  ($34.0
million) during the first six months of  1995, as compared to 10.2% ($29.4
million) for the same period  in the prior year,  principally due to lower
per unit manufacturing costs  realized on greater  unit production volume,
improved  manufacturing  efficiencies  and   lower  depreciation  expense.
Income from operations  as a percentage  of net sales  attributable to the
plastic container business for the six months ended June 30, 1995 was 6.7%
($7.7 million), as compared to 4.0% ($3.9  million) for the same period in
1994.   The  improved  operating  performance  of  the  plastic  container
business  resulted  from   increased  unit   sales  volume   and  improved
manufacturing efficiencies realized as a result of capital investment.

Interest expense increased by approximately $1.8  million to $19.1 million
for the  six months  ended June  30, 1995  as a  result of  higher average
borrowing rates offset, in part, by lower average outstanding borrowings.

The provisions for income taxes for the six months ended June 30, 1995 and
1994 provide for federal, state and foreign taxes as if the Company were a
separate taxpayer  in accordance  with Statement  of  Financial Accounting
Standards No. 109, "Accounting for Income Taxes".

As a result of  the items discussed above,  net income for  the six months
ended June  30, 1995  was $13.1  million,  $3.8 million  greater  than net
income for the six months ended June 30, 1994 of $9.3 million.<PAGE>


                                                              Page 13 of 17
CAPITAL RESOURCES AND LIQUIDITY

The Company's liquidity requirements arise  primarily from its obligations
under the indebtedness  incurred in  connection with its  acquisitions and
the refinancing  of  such  indebtedness,  capital  investment  in  new and
existing equipment  and  the  funding of  the  Company's  seasonal working
capital  needs.    Historically,  the  Company  has  met  these  liquidity
requirements through  cash flow  generated from  operating  activities and
working capital borrowings.

For the first six  months of 1995, the  net borrowing of  $27.2 million of
working capital loans, proceeds of $3.3  million realized from the sale of
assets and outstanding cash balances of $1.8 million were used to fund the
seasonal increase  in  operating  activities  of  $10.1  million,  capital
expenditures of $19.7  million and  to repay $2.5  million of  term loans.
The  Company's   earnings   before  depreciation,   interest,   taxes  and
amortization for  the six  months ended  June 30,  1995 increased  by $6.9
million, or  13.2%,  over the  same  period  in the  prior  year  to $59.3
million.   At  June  30,  1995,  the  Company  had  higher  finished goods
inventories than at June 30, 1994 principally due to the delayed vegetable
pack.   The Company  anticipates that  its  finished goods  level (without
regard to  the inventory  acquired from  ANC) will  decline to  prior year
levels by October, the end of the pack season.

On August 1, 1995,  Silgan, Containers and  Silgan Plastics Corporation,  a
wholly owned subsidiary of the Company, entered into a $675 million  credit
facility pursuant to a new credit  agreement (the "Credit Agreement")  with
various banks to finance the acquisition by Containers of ANC's Food  Metal
and Specialty business, to  refinance and repay in  full all amounts  owing
under their  existing  credit agreement  and  Silgan's $50  million  Senior
Secured Floating  Rate Notes  due 1997  (the "Secured  Notes") and  to  pay
dividends to  Holdings  in  amount  not  to  exceed  $75  million  for  the
repurchase of Holdings'  13-1/4% Senior  Discount Debenture  due 2002  (the
"13-1/4% Debentures").  In  conjunction therewith, on  such date the  Banks
loaned the Company $175.0 million of A term loans, $225.0 million of B term
loans and $112.8 million  of working capital loans.   With these  proceeds,
the Company (i) repaid  $117.1 million of term  loans and $37.0 million  of
working capital loans  under its previous  credit agreement, (ii)  acquired
from ANC substantially all of the  fixed assets and working capital of  its
Food Metal and Specialty business for $336.3 million, which included $157.7
million for the net  working capital of the  business and, (iii) paid  fees
and expenses of $17.9 million.  On or  prior to August 31, 1995, the  Banks
have committed to lend an additional $50.0 million of A term loans to  fund
the prepayment by Silgan in full of its Secured Notes.  The final  maturity
for the A term loans and  working capital loans under the Credit  Agreement
is December 31, 2000, and  for B term loans  under the Credit Agreement  is
March 15, 2002.<PAGE>


                                                              Page 14 of 17
CAPITAL RESOURCES AND LIQUIDITY (continued)

In addition,  the  Credit Agreement  permits  Silgan to  pay  dividends  to
Holdings at any  time prior to  June 30, 1996  in an amount  not to  exceed
$75.0 million for  Holdings to use  to repurchase  its 13-1/4%  Debentures.
Silgan will fund such dividends to  Holdings through borrowings of  working
capital loans under the Credit Agreement.  The commitment under the  Credit
Agreement for working capital loans is initially $150.0 million, increasing
at the time and by the amount of any such dividends paid by Silgan (up to a
maximum commitment of $225.0 million).

Because the  Company sells  metal containers  used in  vegetable and  fruit
processing, its  sales  are  seasonal.   As  is  common  in  the  packaging
industry, the Company must  access working capital  to build inventory  and
then carry accounts  receivable for some  customers beyond the  end of  the
summer and fall packing season.  Seasonal accounts are generally settled by
year end.  The  acquisition of  ANC's  Food Metal  and  Specialty  business
increased the Company's seasonal metal containers business and as a  result
the Company increased the amount of  working capital loans available to  it
under its credit facility to $225.0  million ($150.0 million initially  and
increasing to a maximum of $225.0  million as discussed above).  On  August
1, 1995  the outstanding  principal amount  of  working capital  loans  was
$112.8 million.    Because  the Company  purchased  ANC's  Food  Metal  and
Specialty business during its  seasonal peak, it does  not expect to  incur
much additional short term indebtedness during 1995 to finance its  working
capital requirements.

The  Credit  Agreement  provides   the  Company  with  improved   financial
flexibility by  (i)  enabling Silgan  to  transfer funds  to  Holdings  for
payment by  Holdings  of cash  interest  on the  13-1/4%  Debentures,  (ii)
extending the maturity of the Company's secured debt facilities by repaying
amounts outstanding under  the existing  credit agreement  and the  Secured
Notes, (iii)  lowering  the  interest rate  spread  on  its  floating  rate
borrowings by  1/2%,  as  well  as  providing  for  further  interest  rate
reductions in the event the Company attains certain financial targets,  and
(iv)  lowering  Holdings  consolidated  average  cost  of  indebtedness  by
permitting Silgan  to  dividend  up  to  $75.0  million  to  Holdings  with
borrowings under the  Credit Agreement,  which amounts  are to  be used  by
Holdings to repurchase 13-1/4% Debentures.

Giving effect to  both the acquisition  of ANC's Food  Metal and  Specialty
business and the Credit Agreement, and in addition to its operating  needs,
the Company's  cash  requirements  over  the  next  several  years  consist
primarily of (i)  annual capital expenditures  of $50.0  to $60.0  million,
(ii) principal  amortization  payments  of  term  loans  under  the  Credit
Agreement of $7.3 million, $27.3 million, $37.3 million, $52.3 million  and
$52.3 million over the next five  years, respectively, (iii) the  Company's<PAGE>


                                                              Page 15 of 17
CAPITAL RESOURCES AND LIQUIDITY (continued)

interest requirements  (including interest  on working  capital loans,  the
principal amount which will vary depending upon seasonal requirements,  and
the term loans, all  of which bear fluctuating  rates of interest, and  the
11-3/4% Notes),  (iv)  dividends  to  Holdings  to  fund  semi-annual  cash
interest payments of up to $18.2 million (depending upon the actual  amount
of 13-1/4% Debentures  repurchased by Holdings)  on the 13-1/4%  Debentures
commencing in  December  1996,  and (v)  payments  of  approximately  $18.0
million for federal and state tax  liabilities beginning in 1996  (assuming
the redemption  of  the  13-1/4% Debentures  at  maturity)  and  increasing
annually thereafter by approximately $5.0 million.

Management believes  that  cash  generated by  operations  and  funds  from
working capital borrowings under the Credit Agreement will be sufficient to
meet the Company's expected  operating needs, planned capital  expenditures
and debt service requirements for the foreseeable future.<PAGE>


                                                              Page 16 of 17

Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit Number                 Description
     27                  Financial Data Schedule.

(b)  Reports on Form 8-K

On June 9,  1995, Silgan  Corporation filed a  Current Report  on Form 8-K
pertaining to Asset  Purchase Agreement dated  as of June  2, 1995 entered
into by American  National Can  Company and Silgan  Containers Corporation
for the  purchase  by  Silgan  Containers  Corporation  of  the  assets of
American National Can Company's Food Metal and Specialty business.<PAGE>


                                                              Page 17 of 17

                                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 CORPORATION


Dated:  August 14, 1995                 /s/Harley Rankin, Jr.
                                        Harley Rankin, Jr.
                                        Executive Vice President, Chief
                                        Financial Officer and Treasurer
                                        (Principal Financial Officer)




Dated:  August 14, 1995                 /s/Harold J. Rodriguez, Jr.
                                        Harold J. Rodriguez, Jr.
                                        Vice President and Controller
                                        (Chief Accounting Officer)<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Silgan
Corporation's Form 10-Q for the quarter ended June 30, 1995 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                             836
<SECURITIES>                                         0
<RECEIVABLES>                                   74,926
<ALLOWANCES>                                         0
<INVENTORY>                                    164,138
<CURRENT-ASSETS>                               246,023
<PP&E>                                         438,547
<DEPRECIATION>                                 183,094
<TOTAL-ASSETS>                                 548,935
<CURRENT-LIABILITIES>                          148,526
<BONDS>                                        282,568
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                      79,585
<TOTAL-LIABILITY-AND-EQUITY>                   548,935
<SALES>                                        404,990
<TOTAL-REVENUES>                               404,990
<CGS>                                          346,144
<TOTAL-COSTS>                                  346,144
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              19,091
<INCOME-PRETAX>                                 22,440
<INCOME-TAX>                                     9,300
<INCOME-CONTINUING>                             13,140
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,140
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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