8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): April 2, 2004


                              AMSCAN HOLDINGS, INC.
            (Exact name of registrant as specified in its charter)


                                    Delaware
                (State or other jurisdiction of incorporation)


               000-21827                               13-3911462
         (Commission File No.)              (IRS Employer Identification No.)

                               80 Grasslands Road
                            Elmsford, New York 10523
          (Address of principal executive offices, including ZIP code)



                                (914) 345-2020
                        (Registrant's telephone number,
                              including area code)

                                 Not Applicable
         (Former name or former address, if changed since last report)











ITEM 5.  OTHER EVENTS.

 On April 2, 2004, Amscan Holdings, Inc. ("Amscan") issued the press release
 attached hereto as Exhibit 99.1


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

          (c) EXHIBITS.


          99.1   Press Release, dated as of April 2, 2004, issued by
                 Amscan Holdings, Inc.












                                    SIGNATURE
 Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  April 2, 2004

                                    AMSCAN HOLDINGS, INC.



                                    By:    /s/ Michael A. Correale
                                           -----------------------------
                                    Name:  Michael A. Correale
                                    Title: Vice President, Chief Financial
                                           Officer





                                      -2-







                                  EXHIBIT LIST


    EXHIBIT                       DESCRIPTION
      NO.



     99.1         Press Release, dated as of April 2, 2004, issued by
                    Amscan Holdings, Inc.

EX-99.1

                                                                  Exhibit 99.1
FOR IMMEDIATE RELEASE:

Contact:  Amscan Holdings, Inc.
James M. Harrison
(914) 784-4014

Michael A. Correale
(914) 784-4050



AMSCAN HOLDINGS, INC. COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR
                  OUTSTANDING 9.875% SENIOR SUBORDINATED NOTES
                                    DUE 2007


ELMSFORD, NY--April 2, 2004 - Amscan Holdings, Inc. announced today that it has
commenced a cash tender offer and consent solicitation for any and all of its
outstanding $110,000,000 aggregate principal amount of 9.875% Senior
Subordinated Notes due 2007. In conjunction with the tender offer, consents are
being solicited to effect certain amendments to the indenture governing the
Senior Subordinated Notes.

The offer to purchase will expire at 12:00 Midnight, New York City time, on
April 29, 2004, unless extended or terminated. The solicitation of consents will
expire at 5:00 p.m., New York City time, on April 15, 2004, unless extended or
terminated. Holders tendering their Senior Subordinated Notes will be required
to consent to certain proposed amendments to the indenture governing the Senior
Subordinated Notes, which will eliminate substantially all of the affirmative
and restrictive covenants, certain repurchase rights and certain events of
default and related provisions contained in the indenture.

If the offer to purchase is consummated, tendering holders who validly tender
and deliver consents by the offer expiration date will, upon the terms and
subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, receive the offer consideration of $1,032.92 per $1,000
of principal amount of the Senior Subordinated Notes tendered, plus all accrued
and unpaid interest to, but not including, the date of payment for such Senior
Subordinated Notes accepted for purchase, which would be promptly following the
offer expiration date.

Amscan will also, upon the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation Statement, make a consent payment of
$2.50 per $1,000 principal amount of Senior Subordinated Notes to all holders of
Senior Subordinated Notes for which consents have been validly delivered and not
revoked on or prior to the consent expiration date (which will be April 15,
2004, unless extended or terminated) for a total consideration of $1,035.42,
plus all accrued and unpaid interest to, but not including, the date of payment
for such Senior Subordinated Notes accepted for purchase. Holders who validly
tender their Senior Subordinated Notes after the consent expiration date will
receive only the offer consideration but not the consent payment.

Amscan intends to finance the tender offer and consent solicitation with a
portion of the debt and equity financing arranged in connection with its merger
with a subsidiary of AAH Holdings Corporation, a company affiliated with
Berkshire Partners LLC and Weston Presidio. The completion of this merger is one
of the conditions to Amscan's obligations to accept Senior Subordinated Notes
for payment pursuant to the tender offer and consent solicitation. The terms and
conditions of the tender offer and consent solicitation, including Amscan's
obligation to accept the Senior Subordinated Notes tendered and pay the purchase
price and consent payments, are set forth in Amscan's Offer to Purchase and
Consent Solicitation Statement, dated April 2, 2004. Amscan may amend, extend
or, subject to certain conditions, terminate the tender offer and consent
solicitations at any time.

Amscan has engaged Goldman, Sachs & Co. to act as the exclusive Dealer Manager
and Solicitation Agent in connection with the tender offer and consent
solicitation.

Questions regarding the tender offer and consent solicitation may be directed to
Goldman, Sachs & Co., Credit Liability Management Group, at (877) 686-5059 (toll
free). Requests for documentation may be directed to Bondholder Communications
Group, the information agent for the tender offer and consent solicitation, at
(888) 385-2663 (toll free).

Amscan designs, manufactures and distributes decorative party goods, including
paper and plastic tableware, accessories and novelties. Amscan also designs and
distributes home, baby, wedding and other gift items.

Berkshire Partners has invested in mid-sized private companies for the past
twenty years through six investment funds with aggregate capital commitments of
approximately $3.5 billion. The firm's investment strategy is to seek companies
that have strong growth prospects and to partner with talented management teams
who are interested in being owners of the companies they operate. Berkshire has
developed specific industry experience in several areas including consumer
products, industrial manufacturing, transportation, communications, business
services, and retailing and related services. Over the past decade, Berkshire
has been an investor in over 75 operating companies with more than $11.0 billion
of acquisition value and combined revenues in excess of $14.0





billion. Additional information may be found at www.berkshirepartners.com.

Weston Presidio, founded in 1991, is a private equity firm with over $2.3
billion under management. With offices in Boston, San Francisco, and Menlo Park,
Weston Presidio has worked side by side with world-class management teams
throughout North America and Europe. Weston Presidio has a multi-industry
investment strategy that has allowed the firm to partner with over 200 portfolio
companies in a variety of industries including consumer products and retail,
manufacturing and industrial, media, service, and technology. Representative
investments include Associated Materials, JetBlue Airways, Restoration Hardware,
Hunter Fan, Fender Musical Instruments, and Nebraska Books. For more
information, visit www.westonpresidio.com.

This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to any securities. The
tender offer and consent solicitation is being made solely by the Offer to
Purchase and Consent Solicitation Statement, dated April 2, 2004.

Any statements released by Amscan that are forward-looking are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Terms such as "intends," "anticipates," "expects," words of similar import
and variations on such words are intended to identify forward-looking
statements. Investors are cautioned that forward-looking statements necessarily
involve risks and uncertainties which are difficult to predict and actual
outcomes may materially vary from what is expressed or forecasted in such
forward-looking statements. There is no assurance that the offer to purchase
will be consummated.

Additional information concerning potential factors that could affect Amscan's
financial condition and results of operations is included in the filings of the
company with the Securities and Exchange Commission, including but not limited
to, its 10-K for the fiscal year ended December 31, 2003 and 8-K filed March 29,
2004.