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




                              AMSCAN HOLDINGS, INC.

                         Supplement No. 2 to Prospectus
                             Dated February 24, 1998

                  The date of this Supplement is April 29, 1998


                 On April 29, 1998, Amscan Holdings, Inc. filed
                    the attached Current 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) April 22, 1998




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



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


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






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






Item 4.  Changes in Registrant's Certifying Accountants

     (a) On April 22, 1998, Amscan Holdings,  Inc. (the "Company") engaged Ernst
& Young LLP ("Ernst & Young") as its  independent  auditors  for the fiscal year
ending  December 31,  1998,  to replace the firm of KPMG Peat Marwick LLP ("KPMG
Peat Marwick"),  who were dismissed as the  independent  auditors of the Company
effective on such date. The decision to change independent auditors was approved
by the Company's Board of Directors.

     The reports of KPMG Peat Marwick on the  Company's  consolidated  financial
statements  for each of the two years in the period ended  December 31, 1997 did
not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.

     In  connection  with the  audits of the  Company's  consolidated  financial
statements  for  each of the two  years  ended  December  31,  1997,  and in the
subsequent  interim period through April 22, 1998,  there were no  disagreements
("Disagreements")  as defined in Item 304 (a) (1) (iv) and the  instructions  to
Item 304 of  Regulation  S-K,  as amended,  promulgated  by the  Securities  and
Exchange Commission  ("Regulation S-K") with KPMG Peat Marwick on any matters of
accounting principles or practices,  financial statement disclosure, or auditing
scope and procedures  which,  if not resolved to the  satisfaction  of KPMG Peat
Marwick,  would have caused KPMG Peat Marwick to make reference to the matter in
their report.  In addition,  during the two year period ended  December 31, 1997
and in the  subsequent  interim  period  through  April 22, 1998,  there were no
reportable  events  ("Reportable  Events") as defined in Item 304 (a) (1) (v) of
Regulation  S-K.  The Company has  requested  KPMG Peat  Marwick to furnish it a
letter addressed to the Securities and Exchange  Commission,  stating whether it
agrees with the above statements.  A copy of that letter,  dated April 29, 1998,
is filed as Exhibit 16 to this Form 8-K.

     (b) On  April  22,  1998,  the  Company  engaged  Ernst  & Young  as  their
independent  auditors for the fiscal year ending  December 31, 1998.  At no time
preceding  April 22, 1998,  has the Company (or anyone on behalf of the Company)
consulted  with  Ernst & Young  on  matters  regarding  (i) the  application  of
accounting principles to a specified transaction,  either completed or proposed,
or  the  type  of  audit  opinion  that  might  be  rendered  on  the  Company's
consolidated financial statements,  or (ii) any matter that was the subject of a
Disagreement with KPMG Peat Marwick or a Reportable Event.






Item 7.  Financial Statements and Exhibits

     (a) Not applicable

     (b) Not applicable

     (c) Exhibits

         16  Letter,  dated  April 29, 1998, from  KPMG Peat Marwick LLP to  the
             Securities and Exchange Commission




                                    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 hereunto duly authorized.

                                          AMSCAN HOLDINGS, INC.


                                          By: /s/ James M. Harrison
                                              --------------------------------
                                              James M. Harrison
                                              President and Chief Financial
                                              Officer

April 29, 1998








KPMG Peat Marwick LLP
     Stamford Square    Telephone 203 356 9800    Telefax 203 967 3503
     3001 Summer Street
     Samford CT 06906


April 29, 1998

Securities and Exchange Commission
Washington, D.C. 20549


Ladies and Gentlemen:

We were previously  principal  accountants for Amscan Holdings,  Inc. and, under
date of February 13, 1998, we reported on the consolidated  financial statements
of Amscan  Holdings,  Inc. and subsidiaries as of December 31, 1997 and 1996 and
for each of the years in the  three-year  period ended  Decemberr  31, 1997.  On
April 22, 1998 our appointment as principal accountants was terminated.  We have
read Amscan  Holdings,  Inc.  statements  included  under Item 4 of its Form 8-K
dated April 29, 1998 and agree with such statements, except that we are not in a
position to agree or disagree  with Amscan  Holdings  Inc.  statements  that the
change to Ernst & Young LLP was approved by the Board of Directors or that Ernst
& Young LLP was not consulted prior to their appointment.

Very truly yours,

/s/ KPMG PEAT MARWICK LLP