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
	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* IMAGE ARTS INC (Last) (First) (Middle) 83 ENTERPRISE DRIVE (Street) MARSHFIELD MA 02050 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FACTORY CARD OUTLET CORP [ FCPO.OB ]	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) 04/20/2004
	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	04/20/2004		S		600	D	$12.9583	354,638	D(1)
Common Stock	04/20/2004		S		800	D	$13	353,838	D(1)
Common Stock	04/20/2004		S		1,000	D	$13.01	352,838	D(1)
Common Stock	04/20/2004		S		1,500	D	$13.1533	351,838	D(1)
Common Stock	04/20/2004		S		1,200	D	$12.95	350,138	D(1)
Common Stock	04/20/2004		S		2,600	D	$12.9	347,538	D(1)
Common Stock	04/20/2004		S		2,400	D	$12.95	345,138	D(1)
Common Stock	04/20/2004		S		2,600	D	$12.85	342,538	D(1)
Common Stock	04/21/2004		S		4,000	D	$12.6	338,538	D(1)
Common Stock	04/21/2004		S		800	D	$12.65	337,738	D(1)
Common Stock	04/21/2004		S		200	D	$12.75	337,538	D(1)
Common Stock	04/21/2004		S		4,000	D	$12.6	333,538	D(1)

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* IMAGE ARTS INC (Last) (First) (Middle) 83 ENTERPRISE DRIVE (Street) MARSHFIELD MA 02050 (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* H A INC (Last) (First) (Middle) 103 FOULK ROAD STE. 214 (Street) WILMINGTON DE 19803 (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* HALLMARK CARDS INC (Last) (First) (Middle) 2501 MCGEE STREET (Street) KANSAS CITY MO 64108 (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. These shares are owned directly by Image Arts, Inc. (83 Enterprise Drive, Marshfield, MA 02050), a wholly-owned subsidiary of H.A., Inc. (103 Foulk Road, Suite 214, Wilmington, DE 19803), which in turn is a wholly-owned subsidiary of Hallmark Cards, Incorporated (2501 McGee Trafficway, Kansas City, MO 64108). H.A., Inc. and Hallmark Cards, Incorporated may be deemed to be indirect beneficial owners of the reported securities only by virtue of the fact that Image Arts, Inc., the record holder of the shares, is a wholly-owned subsidiary. H.A., Inc. and Hallmark Cards, Incorporated disclaim beneficial ownership of the reported securities, and this report shall not be deemed an admission by either of such entities that it is a beneficial owner of such securities for puposes of Section 16 or for any other purpose.

	/s/ Dwight C. Arn, Vice President of Image Arts, Inc.	04/22/2004
	/s/ Dwight C. Arn, Vice President of H.A., Inc.	04/22/2004
	/s/ Dwight C. Arn, Assistant Secretary of Hallmark Cards, Incorporated	04/22/2004
	** 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).
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