SILGAN HOLDINGS INC
8-A12G, 1997-02-07
FABRICATED STRUCTURAL METAL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                      PURSUANT TO SECTION 12(b) OR 12(g) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                              Silgan Holdings Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                    ----------------------------------------
                    (State of Incorporation or Organization)

                                   06-1269834
                      ------------------------------------
                      (I.R.S. Employer Identification no.)

                                4 Landmark Square
                               Stamford, CT 06901
              -----------------------------------------------------
              (Address and zip code of principal executive offices)

If this  form  relates  to the               If this form  relates to the      
registration  of a of a class                registration  class of debt      
of debt securities and is effective          securities  and is to become      
upon filing  pursuant  to General            effective   simultaneously        
Instruction  A(c)(1) please  check           with  the  effectiveness  of      
the  following  box.  |_|                    a  concurrent registration       
                                             statement  under the Securities  
                                             Act of 1933  pursuant to General 
                                             Instruction A(c)(2) please check 
                                             the following box. |_|          
                                        


Securities to be registered pursuant to Section 12(g) of the Act:


                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)



<PAGE>



Item 1.  Description of Registrant's Securities to be Registered.

         Information  with  respect  to the Common  Stock  shall be deemed to be
incorporated  herein by  reference  to the  section  captioned  "Description  of
Capital  Stock"  which  will  be  included  in  the  form  of  prospectus  to be
subsequently  filed  by  the  Registrant  pursuant  to  Rule  424(b)  under  the
Securities Act of 1933, as amended.

Item 2.  Exhibits.


Exhibit A -    Form of Restated  Certificate of  Incorporation of the Registrant
               (incorporated  by reference to Exhibit 99.1 filed with  Amendment
               No. 3 to the Registration Statement on Form S-2 of the Registrant
               dated January 27, 1997 (Registration No. 333-11989))

Exhibit B -    Form  of  Amended  and   Restated   By-laws  of  the   Registrant
               (incorporated  by reference to Exhibit 99.2 filed with  Amendment
               No.  3 to  the  Registration  Statement  on  Form  S-  2  of  the
               Registrant dated January 27, 1997 (Registration No. 333-11989))

Exhibit C -    Form of Fourth Amended and Restated 1989 Stock Option Plan of the
               Registrant  (shall be deemed to be  incorporated  by reference to
               Exhibit 10.41 to be  subsequently  filed with  Amendment No. 5 to
               the  Registration   Statement  on  Form  S-2  of  the  Registrant
               (Registration No. 333-11989))


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<PAGE>





                                    SIGNATURE


         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.




                          SILGAN HOLDINGS INC.


                          By:       /s/ Harold J. Rodriguez, Jr.
                             ---------------------------------------------------
                                   Harold J. Rodriguez, Jr.
                                   Vice President, Controller and Assistant
                                   Treasurer

Date:  February  7, 1997






                                       -3-

<PAGE>



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