Filed pursuant to Rule 424(b)(3)
                                               Registration No. 333-45457


                              AMSCAN HOLDINGS, INC.

Supplement No. 5 to Prospectus dated June 18, 2002 as supplemented by
Supplement No. 1 June 19, 2002;
Supplement No. 2 dated August 14, 2002;
Supplement No. 3 dated November 14, 2002; and
Supplement No. 4 dated December 3, 2002.

The date of this Supplement No. 5 is January 30, 2003.


On January 30, 2003,  Amscan  Holdings,  Inc. filed the attached  report on Form
8-K.









                                  UNITED STATES
                       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) December 20, 2002




                              AMSCAN HOLDINGS, INC.
             (Exact Name of Registrant as specified in its charter)



           Delaware                      000-21827                13-3911462
(State or other jurisdiction of   (Commission File Number)      (IRS Employer
        incorporation)                                       Identification No.)

       80 Grasslands Road, Elmsford, New York                    10523
      (Address of Principal Executive Offices)                 (Zip Code)






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






Item 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

       On December 20, 2002,  Amscan  Holdings Inc.  ("Amscan" or the "Company")
amended and restated  its existing  credit  facility  with various  lenders (the
"Lenders"),  with Goldman Sachs Credit Partners L.P. as sole lead arranger, sole
bookrunner  and  syndication  agent,  General  Electric  Capital  Corporation as
administrative  and collateral  agent and Fleet  National Bank as  documentation
agent.

       Under the terms of the Second  Amended and  Restated  Credit and Guaranty
Agreement (the "Credit  Agreement")  the Lenders agreed to amend and restate the
Company's  existing  credit  agreements  in  their  entirety  and to  provide  a
$200,000,000 senior secured facility consisting of a $170,000,000 term loan (the
"Term Loan") and up to $30,000,000 aggregate principal amount of revolving loans
(the  "Revolver").  The proceeds of the Term Loan were used to  redesignate  and
replace the  Company's  AXEL term loan and revolver  borrowings  existing at the
closing  date  and  to  pay  certain  fees  and  expenses  associated  with  the
refinancing.

       The  $170,000,000  Term Loan  provides  for  amortization  (in  quarterly
installments)  of one percent per annum  through  June 15,  2006,  and will then
amortize in equal quarterly  payments through June 15, 2007. The Term Loan bears
interest,  at the option of the Company,  at the index rate plus 3.50% per annum
or at LIBOR  plus  4.50% per annum,  with a LIBOR  floor of 2%.  The  Company is
required  to  make   prepayments   under  the  Credit  Agreement  under  certain
circumstances, including upon certain asset sales and issuance of debt or equity
securities and based on cash flows.

       The Revolver expires on June 15, 2007, and bears interest,  at the option
of the Company, at the index rate plus, based on certain terms, a margin ranging
from 2.00% to 3.50% per annum,  or at LIBOR  plus,  based on  certain  terms,  a
margin ranging from 3.00% to 4.50% per annum, with a LIBOR floor of 2%.

       The Term Loan and  borrowings  under the  Revolver are secured by a first
priority lien on substantially all of the Company's assets and are guaranteed by
the Company's domestic subsidiaries.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

            (a)   Not applicable

            (b)   Not applicable





            (c)   Exhibits

            Exhibit No.                       Description

                4        Second   Amended  and  Restated   Credit  and  Guaranty
                         Agreement,   dated  December  20,  2002,  among  Amscan
                         Holdings,   Inc.,   Certain   Subsidiaries   of  Amscan
                         Holdings, Inc., as Guarantors, Various Lenders, Goldman
                         Sachs Credit Partners L.P., as Sole Lead Arranger, Sole
                         Bookrunner  and  Syndication  Agent,  General  Electric
                         Capital   Corporation,   as  Administrative  Agent  and
                         Collateral   Agent,   and  Fleet   National   Bank,  as
                         Documentation Agent.









                                   SIGNATURES

       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 hereunto duly authorized.

                                           AMSCAN HOLDINGS, INC.


                                           By: /s/ Michael A. Correale
                                              ---------------------------------
                                              Michael A. Correale
                                              Chief Financial Officer

January 30, 2003