NT 10-Q

/s/ Thomas J. Reinebach

Name: Thomas J. Reinebach


	OMB APPROVAL
	OMB Number: 3235-0058
	Expires: April 30, 2009
	Estimated average burden hours per response ... 2.50


	SEC FILE NUMBER
	000-21827

	CUSIP NUMBER
	032 16N 103

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

FORM 12b-25

NOTIFICATION OF LATE FILING


(Check one):		o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR

		For Period Ended:


		o Transition Report on Form 10-K

		o Transition Report on Form 20-F

		o Transition Report on Form 11-K

		o Transition Report on Form 10-Q

		o Transition Report on Form N-SAR

		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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

PART I — REGISTRANT INFORMATION

Amscan Holdings, Inc

Full Name of Registrant

Former Name if Applicable

80 Grasslands Road

Address of Principal Executive Office (Street and Number)

Elmsford, NY 10523

City, State and Zip Code

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 12b-25(b), the following should be completed. (Check box if appropriate)


þ
	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


SEC 1344 (05-06)		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Securities and Exchange Commission November 15, 2008

Washington, D.C. 20549

Re: Form l2b-25, Amscan Holdings, Inc.

Dear SEC,

Our third quarter 10-Q was due to be filed yesterday.

However, late yesterday morning, our independent public accountants, Ernst & Young, LLP, raised a question about the accounting treatment of employee stock options that had been exercised in the third quarter of 2008.

Both the company and E&Y worked throughout the day to resolve this question. However, given the timing of the issue so close to the filing deadline, and the fact that we could not gather additional documentation that E&Y desired fast enough to complete resolution of the question, we were unable to file Friday afternoon.

Sincerely.

Thomas J. Reinebach
Vice President-Finance

Everything in Decorations and Party Goods

(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification


Thomas J. Reinebach	914	784-4153
(Name)	(Area Code)	(Telephone Number)

(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 answer is no, identify report(s).
		Yes þ No o

(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 o No þ


		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.