SecProbe.io

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                       [LETTERHEAD OF MURTHA CULLINA LLP]

PAUL G. HUGHES
(203) 772-7726 DIRECT TELEPHONE
(860) 240-5726 DIRECT FACSIMILE
PHUGHES@MURTHALAW.COM

                                December 2, 2005

Via EDGAR and Facsimile

Securities and Exchange Commission
100 F Street, N.E.
Washington, D. C. 20549-7010

Attention:  Ms. Jill Davis

               Re:  Amscan  Holdings,  Inc.  Form  10-K for  Fiscal  Year  Ended
                    December  31, 2004 Filed March 31, 2005 Form 10-Q for Fiscal
                    Quarter  Ended June 30, 2005 Filed August 15, 2005  Response
                    Letter Dated September 8, 2005 File No. 333-14107

Dear Ms. Davis:

     We have received your letter containing comments based on your review of
the Amscan Holdings, Inc. (the "Company") Form 10-K for the fiscal year ended
December 31, 2004, filed March 31, 2005, Form 10-Q for the fiscal quarter ended
June 30, 2005, filed August 15, 2005, and our response letter dated September 8,
2005. The purpose of this letter is to respond to your comments. To facilitate
your review of our responses, we will set out each of your comments followed by
the Company's response to that comment.

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

Note 16 - Segment Information, page F-30
----------------------------------------

1.   We have reviewed your response to prior comment three. Please explain the
     basis for your conclusion that you have one operating segment, based on the
     guidance in SFAS 131. We note that you indicate that your segment
     determination was based on a management approach, or how you internally
     evaluate the operating performance of

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Securities and Exchange Commission
December 2, 2005
Page 2

     your business units. Please expand your response to specifically state the
     financial information that your CODM uses. Additionally provide us with the
     reports that were used by the CODM for the period ended December 31, 2004,
     reconciled to the financial information reported in your filings. Please
     also identify for us your reporting units and explain how they were
     identified. We may have further comment.

Response
--------

     SFAS 131 paragraph 10 defines an operating segment as a component of an
enterprise:

     a.   That engages in business activities from which it may earn revenues
          and incur expenses (including revenues and expenses relating to
          transactions with other components of the same enterprise),

     b.   Whose operating results are regularly reviewed by the enterprise's
          chief operating decision maker to make decisions about resources to be
          allocated to the segment and assess its performance, and

     c.   For which discrete financial information is available.

     The Company's consolidated financial statements include the business
activities of several legal entities/divisions that meet criteria a. above. The
existence of multiple legal entities/divisions reflects the early historical
growth of the Company through acquisitions and does not reflect how the
Company's Chief Operating Decision Maker (the "CODM") and Chief Executive
Officer, Gerry Rittenberg, views the Company or reviews its operations. Our CODM
does not review the financial performance of each entity/division, nor does he
review the Company's financial performance by other criteria such as geographic
region or product category. Our CODM views the Company as single integrated
enterprise, manufacturing and distributing celebratory products worldwide; and
utilizes consolidated financial information to assess the Company's performance.
The primary financial measure our CODM uses to assess the performance of the
Company is adjusted earnings before interest, taxes, depreciation and
amortization ("Adjusted EBITDA"). Adjusted EBITDA is measured on a consolidated
basis only, as we do not allocate interest and other charges to our
subsidiaries.

     On a monthly basis, our CODM and the board of directors are provided with
consolidated financial statements and, beginning in May and June 2004, with
summary financial metrics and management's discussion and analysis,
respectively. Other than sales and, in certain cases, gross profit margin
provided by general customer categories (i.e., large party superstores, small
independent card and gift, direct import (mass market), US balloon (domestic
balloon distributors) and international), such financial metrics are provided on
a

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Securities and Exchange Commission
December 2, 2005
Page 3

consolidated basis and do not provide the CODM with the measure of profit or
loss by product or customer categories. As a result, he does not have enough
information to assess the performance or make resource allocation decisions
regarding the product or customer category. Copies of the monthly financial
reporting package provided to the chief operating decision maker and the board
of directors for each of the quarters in the year ended December 31, 2004 and
for the year then ended will be provided supplementally. The statement of
operations for the year-to-date combines the predecessor and successor results
of operations reported in our filings. The results reported in the monthly
financial statements are consistent with the results reported in our filings,
except for corrections made to the December 31, 2004 statement of cash flows
included in our Form 10-K.

     Furthermore, the Company utilizes a common group of officers and
centralized product development, design, and marketing departments to support
its worldwide operations. In addition, the Company's utilizes centralized
customer service and credit and collection functions, together with a single
sales force and common distribution facilities to service its domestic and
European customer base. The Company does not allocate the expenses of these
common functions to the separate legal entities/divisions nor does it allocate
expenses by product or customer category. As a result, complete, discrete
financial information by legal entity is not available.

     Based on our CODM's use of the consolidated financial information to
evaluate the Company's performance and the absence of complete, discrete
financial information by legal entity or other criteria, we believe the criteria
of paragraph 10 b. and c. of SFAS 131 are only met on a consolidated basis and,
therefore, our operations constitute a single operating segment (celebratory
products), under the provisions of SFAS 131. As the Company has only one
operating segment, by definition, it also has only one reportable segment under
the criteria set forth by SFAS 131.

     SFAS 142 paragraph 30 states "A reporting unit is an operating segment or
one level below an operating segment (referred to as a component). A component
of an operating segment is a reporting unit if the component constitutes a
business for which discrete financial information is available and segment
management regularly reviews the operating results of that component. However,
two or more components of an operating segment shall be aggregated and deemed a
single reporting unit if the components have similar economic characteristics.
An operating segment shall be deemed to be a reporting unit if all of its
components are similar, if none of its components is a reporting unit or if it
comprises only a single component. The relevant provisions of Statement 131 and
related interpretive literature shall be used to determine the reporting units
of an entity."

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Securities and Exchange Commission
December 2, 2005
Page 4

     Based on the provisions of SFAS 131 paragraph 17, two or more reporting
units may be aggregated into a single reporting unit if aggregation is
consistent with the objective and basic principles of the statement, if the
reporting units have similar economic characteristics and if the reporting units
are similar in each of the following areas:

     a.   the nature of the products and services;

     b.   the nature of the production process;

     c.   the type and class of customer for their products and services;

     d.   the method used to distribute their products or provide their
          services; and

     e.   if applicable, the nature of the regulatory environment, for example,
          banking, insurance, or public utilities.

     EITF D-101: "Clarification of Reporting Unit Guidance in Paragraph 30 of
FASB Statement No. 142" states that "Evaluating whether two components have
similar economic characteristics is a matter of judgment that depends on
specific facts and circumstances. That assessment should be more qualitative
than quantitative."

     The EITF further states that:

          The Board intended that all of the factors in paragraph 17
     of Statement 131 be considered in making that determination.
     However, the Board did not intend that every factor must be met
     in order for two components to be considered economically
     similar. In addition, the Board did not intend that the
     determination of whether two components are economically similar
     be limited to consideration of the factors described in paragraph
     17 of Statement 131. In determining whether components should be
     combined into one reporting unit based on their economic
     similarities, factors that should be considered in addition to
     those in paragraph 17 include but are not limited to:

          The manner in which an entity operates its business and the
     nature of those operations;

          Whether goodwill is recoverable from the separate operations
     of each component business or from two or more component
     businesses working in concert (which might be the case if the
     components are economically interdependent);

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Securities and Exchange Commission
December 2, 2005
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          The extent to which the component businesses share assets
     and other resources, as might be evidenced by extensive transfer
     pricing mechanisms;

          Whether the components support and benefit from common
     research and development projects.

          The fact that a component extensively shares assets and
     other resources with other components of the operating segment
     may be an indication that the component either is not a business
     or may be economically similar to those other components.

     Management has identified the components of its operating segment as the
legal entities/divisions of the Company. However, we believe that all components
have similar economic characteristics, and thus, should be aggregated and deemed
to be a single reporting unit under SFAS 131, SFAS 142 and EITF D-101.

     In determining whether all of the Company's components should be aggregated
into a single reporting unit based on their economic similarities the following
factors were considered:

<TABLE>
<CAPTION>
                       Entity/Division      Location        Celebratory         Customer          Margin
                                                            Products

<S>                                                                                           <C>
Amscan Holding, Inc.  Holding company       New York            N/A                N/A             N/A

Kookaburra            Division of           New York     Manufacture of      Amscan Inc.      22-27%
                      Amscan Inc.                        printed and solid                    intercompany
                                                         color paper                          profit
                                                         napkins and cups

Deco                  Division of           Kentucky     Manufacture of      Amscan Inc.      22-27%
                      Amscan Inc.                        printed and solid                    intercompany
                                                         color paper plates
                   profit
Am-Source LLC         Subsidiary          Rhode Island   Manufacture of      Amscan Inc.      22-27%
                                                         solid color                          intercompany
                                                         plastic plates,                      profit
                                                         cups and bowls

Trisar Inc.           Subsidiary             Mexico      Purchase/manufac-   Amscan Inc.      22-27%
                                                         ture of party       and, in          intercompany
                                                         novelty items,      case of          profit
                                                         pinatas and         pinatas,
                                                         wedding gifts       Amscan Inc.
                                                                             customers
</TABLE>

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Securities and Exchange Commission
December 2, 2005
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<TABLE>
<CAPTION>
<S>                                                                                           <C>
Anagram USA/ M&D      Subsidiaries         Minnesota     Manufacture of      Distributors     30-35%
Industries, Inc.                                         metallic balloons   servicing
                                                                             Amscan Inc.
                                                                             customers and
                                                                             Amscan Inc.

Amscan Inc./ JCS      Subsidiary            New York     Distribution of     Small            25-30%
Packaging, Inc.                                          celebratory         independent
                                                         products.           retailers
                                                                             through
                                                                             Party
                                                                             Superstores

JCS Hong Kong, Amscan Foreign            International   Distribution of     Small            25-35%
Canada, Europe, Asia  Subsidiaries                       celebratory         independent
Pacific, Mexico                                          products            retailers
                                                                             through Party
                                                                             Superstores
</TABLE>

     The Nature of the Products and Services - the Company's operations are the
manufacture and distribution of celebratory products. The different components
of the Company operate to either distribute or manufacture different types of
party goods and related accessories. For example, Anagram manufactures and
distributes metallic balloons, Kookaburra manufactures paper napkins and cups,
Deco manufactures paper plates, Amsource manufactures solid color plastic
tableware, Ampro manufactures pinatas/wedding gift items and distributes
novelties such as games and party favors, and Amscan Inc. distributes paper
plates, all coordinating ensembles, invitations, gift products, etc.
Manufacturing at Kookaburra and Deco are similar flexographic printing processes
with the principal raw materials of ink, tissue paper and paper board. The
manufacturing process at Anagram/M&D Balloons requires the extrusion of balloon
film from plastic resins together with a flexographic printing process similar
to that of Kookaburra and Deco. Each of the Company's products has similar
purposes and end uses. In addition, each type of product (or product line) has
similar degrees of risk and similar opportunities for growth.

     The Type or Class of