SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* AMSCAN HOLDINGS INC (Last) (First) (Middle) 80 GRASSLANDS ROAD (Street) ELMSFORD NY 10523 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FACTORY CARD & PARTY OUTLET CORP [ FCPO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/16/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/16/2007		P		254,084	A	$16.5	100(1)	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* AMSCAN HOLDINGS INC (Last) (First) (Middle) 80 GRASSLANDS ROAD (Street) ELMSFORD NY 10523 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AAH Holdings CORP (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On November 16, 2007 Amscan Acquisition, Inc., a wholly-owned subsidiary of Amscan Holdings, Inc., acquired over 90% of the issued and outstanding shares of Factory Card & Party Outlet Corp. ("FCPO") common stock in a tender offer pursuant to the Agreement and Plan of Merger, dated as of September 17, 2007 (the "Merger Agreement"), by and among Amscan Holdings, Inc., Acquisition, and FCPO. Following the close of the tender offer, Acquisition was merged with and into FCPO on November 16, 2007 (the "Merger") pursuant to Delaware's short-form merger procedure and the Merger Agreement. Following the Merger, all of FCPO's outstanding common stock, except for stock held by FCPO stockholders that may properly perfect their appraisal rights in accordance with Delaware law, was cancelled, and Factory Card & Party Outlet Corp., the surviving corporation, issued 100 shares of common stock, par value $0.01 per share, to Amscan Holdings, Inc., the sole record holder of such shares.

2. These shares are owned directly by Amscan Holdings, Inc., a wholly-owned subsidiary of AAH Holdings Corporation. AAH Holdings Corporation may be deemed to be an indirect beneficial owner of the reported securities only by virtue of the fact that Amscan Holdings, Inc., the record holder of the shares, is a wholly-owned subsidiary. AAH Holdings Corporation disclaims beneficial ownership of the reported securities, and this report shall not be deemed an admission by such entity that it is a beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Michael A. Correale, Chief Financial Officer	11/20/2007
	/s/ James M. Harrison, President	11/20/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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