October 5, 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
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 Mr. Correale:

      We have reviewed your filings and response letter and have
the
following comments.  We have limited our review of your filings to
those issues we have addressed in our comments.  Please provide a
written response to our comments.  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.

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 number 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 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.

Form 10-Q for the Fiscal Quarter Ended June 30, 2005

Management`s Discussion and Analysis of Financial Condition ...,
page
27

Three Months Ended June 30, 2005 Compared to Three Months Ended
June
30, 2004, page 28

2. We note your disclosure that the principal reason for the
change
in general and administrative expenses during the comparable
periods
is due to "higher depreciation and amortization expense (arising
from
changes in asset valuations and useful lives as a result of the
Transactions)..."  In contrast, we note that you make reference to
depreciation and amortization in your discussion of gross profit
changes during comparable periods in your Form 10-K for the fiscal
year ended December 31, 2004.  Please address whether or not your
measure of gross profit, as presented on the face of your
Consolidated Statements of Operations, includes all inventoriable
costs of assets incident to or necessary for production or
manufacturing of your products, including applicable depreciation
and
amortization.

Closing Comments

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	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.
October 5, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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