UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING

     |x| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR

                     For the Period Ended: December 31, 2005

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A

PART I - REGISTRANT INFORMATION

Full Name of Registrant:                    Amscan Holdings, Inc.

Former Name if Applicable:                  Not Applicable

Address of Principal Executive Office:      80 Grasslands Road

City, State, and Zip Code:                  Elmsford, NY 10523


PART II - RULES 12b-25(B) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12(b)-25(b), the following
should be completed. (Check box if appropriate)

         (a) The reasons described in reasonable detail in Part III of this Form
         could not be eliminated without unreasonable effort or expense;

{X}      (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
         filed on or before the fifteenth calendar day following the prescribed
         due date; or the subject quarterly report of the transition report on
         Form 10-Q, or portion thereof will be filed on or before the fifth
         calendar day following the prescribed due date; and

         (c) the accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof could not be filed within the
prescribed time period.

      The registrant is unable to file by March 31, 2006 its Annual Report
      on Form 10-K for the year ended December 31, 2005 without an unwarranted
      effort and expense. The registrant does not yet have all the information
      it needs to complete the preparation of its financial statements. The
      registrant will file its Annual Report on or before April 15, 2006.

PART IV - OTHER INFORMATION The Company will file its Annual Report on or
before April 15, 2006.

(1) Name and telephone number of person to contact in regard to this
notification:

                               Michael A. Correale

                             Chief Financial Officer

                              Amscan Holdings, Inc

                                 (914) 345-2020

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed. If the answer is no,
identify the report(s):

                                                                  |x| Yes |_| No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                                  |_| Yes |x| No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                              Amscan Holdings, Inc
                  --------------------------------------------
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: March 31, 2006
                                                    /s/ Michael A. Correale
                                                    ------------------------
                                                    By: Michael A. Correale
                                                    Chief Financial Officer