SecProbe.io

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								July 8, 2005

Mr. Michael A. Correale
Chief Financial Officer
Amscan Holdings, Inc.
80 Grasslands Road
Elmsford, NY 10523

	Re:	Amscan Holdings, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 31, 2005
      File No. 333-14107

Dear Mr. Correale:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Business, page 3

The Transactions, page 3

1. We note the "merger agreement" between you (i.e. Amscan
Holdings,
Inc.) and AAH Acquisition, a wholly owned subsidiary of AAH
Holdings,
was structured

* as a purchase of common stock,

* you were deemed to be the surviving entity, as a wholly owned
subsidiary of AAH Holdings, and

* the resulting capital structure of the surviving entity is equal
to
that of AAH Holdings.

Please address each of the following:

* Clarify whether you, AAH Acquisition or AAH Holdings, paid cash
of
$530 million to consummate the acquisition.

* Describe the facts and circumstances of the acquisition,
including
the factors that resulted in the "ultimate beneficial ownership of
the Successor."

* Provide an analysis that supports your accounting treatment of
the
transaction and specifically cite the authoritative literature you
relied upon in support of your methodology.

* Clarify whose net assets will be fair valued based on the
purchase
price of $530 million.

2. We also note, as a result of the transaction between you and
AAH
Acquisition, that you recorded indefinite-lived tradenames of
$33.5
million.  Please provide a schedule of the items included in this
balance and an analysis to support your position that these
intangible assets have an indefinite useful life.

Note 16 - Segment Information, page F-30

3. We note your disclosure that you operate in one industry
segment
and that this one segment "involves the design, manufacture,
contract
for manufacture and distribution of party goods, including
decorative
party goods, metallic balloons, stationery and gift items."
Please
identify your operating segments, as defined in paragraph 10 of
SFAS
131, and expand your disclosure to identify the factors used to
identify your reportable segments, as required by paragraph 26(a)
of
SFAS 131.  We note that your segment reporting was addressed in
your
communication with the staff during 2003.

4. Please disclose information about products and services, as
required by paragraph 37 of SFAS 131.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,

								Jill S. Davis
								Branch Chief

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Mr. Michael A. Correale
Amscan Holdings, Inc.
July 8, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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