EXHIBIT 3(7)

                            CERTIFICATE OF FORMATION

                                       OF

                   ANAGRAM EDEN PRAIRIE PROPERTY HOLDINGS LLC

               (UNDER THE DELAWARE LIMITED LIABILITY COMPANY ACT)

            This Certificate of Formation of Anagram Eden Prairie Property
Holdings LLC (the "Company"), dated as of September 9, 1998, is being duly
executed and filed by the undersigned as an authorized person and the sole
initial member, to form a limited liability company under the Delaware Limited
Liability Company Act (6 Del.C. [Section] 18-101, et seq.) (the "Act").

            FIRST: The name of the limited liability company formed hereby is
Anagram Eden Prairie Property Holdings LLC.

            SECOND: The address of the registered office of the Company in the
State of Delaware is c/o The Corporation Trust Company, The Corporation Trust
Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

            THIRD: The name and address of the registered agent for service of
process on the Company in the State of Delaware is The Corporation Trust
Company, The Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801.

            FOURTH: The overall management and control of the business and
affairs of the Company shall be vested in the member, or if more than one
member, the members. If the Company shall have more than one member at any time
or from time to time, all decisions with respect to the business and affairs of
the Company shall require the unanimous consent of the members. The sole initial
member of the Company shall be Amscan Holdings, Inc., a Delaware corporation
("Amscan"). Members of the Company shall also be any one or more persons who
become a successor or additional member by the unanimous consent of the then
existing members.

            FIFTH: The business purposes for which the Company is formed
(collectively, the "Purposes") are as follows:

            (a) To own, occupy, manage, improve, lease, restructure and operate
the parcels of land and the improvements thereon known as 7700 Anagram Drive,
Eden Prairie, Minnesota and the easements appurtenant thereto (collectively, the
"Property") and to conduct activities incidental thereto;

            (b) To guarantee (any such guarantee, a "Permitted Guarantee") the
indebtedness of Amscan (the "Indebtedness") to be evidenced by a certain Amended
and Restated Revolving Loan Credit Agreement and a certain Amended and Restated
Axel Credit



Agreement, each to be entered into among Amscan, as Borrower, Goldman Sachs
Credit Partners, L.P., as Arranger and Syndication Agent (together with its
successors, the "Collateral Agent"), Fleet National Bank, as Administrative
Agent, and the Lenders to be listed therein (collectively and as may be amended,
modified or supplemented from time to time, the "Credit Agreements"); and

            (c) Subject to any limitations expressly set forth herein, to do all
things necessary, suitable or proper under the Act for the accomplishment of, or
in furtherance of, any of the Purposes set forth herein and to do every other
act or acts incidental to, or arising from, or connected with, any of such
Purposes;

PROVIDED, HOWEVER, that except as may be permitted by the Credit Agreements and
the other documents and instruments evidencing or securing the Indebtedness, the
Company shall be prohibited from (i) incurring indebtedness for borrowed money,
(ii) guaranteeing or otherwise obligating itself with respect to the
indebtedness of any other person, (iii) holding out its credit as being
available to satisfy the obligations of any other person, or (iv) otherwise
entering into any loan or credit agreement, pledge or security agreement,
mortgage or deed of trust, or other written agreement or instrument which
evidences or secures indebtedness for borrowed money, except for a Permitted
Guarantee, and neither the foregoing enumeration of the Purposes for which the
Company is formed nor any other provision in this Certificate of Formation shall
be construed to authorize the Company to do any such prohibited act or thing or
enter into any such prohibited agreement.

            SIXTH: The personal liability of the members of the Company is
eliminated or limited to the fullest extent permitted by the provisions of
Section 18-108 of the Act, as the same may hereafter be amended and
supplemented, and none of such members are to be liable in their capacity as
members for any of the debts, obligations or liabilities of the Company.

            SEVENTH: (a) For as long as a Permitted Guarantee remains
outstanding and upon the written request of the Collateral Agent, the members
shall appoint an Independent Manager designated by the Collateral Agent (the
"Independent Manager"). To the fullest extent permitted by Section 18-1101(c) of
the Act, the Independent Manager shall have no duty (fiduciary or otherwise) to
consent or vote in favor of the institution of any proceedings, the filing of
any petition, or the taking of any action, in each case concerning the matters
more fully described in Paragraphs Eighth, Ninth and Tenth of this Certificate
of Formation, or to take or omit to take any other action under this Certificate
of Formation or to take any action that would result in an event of default
under the Credit Agreements.

            (b) No resignation or removal of the Independent Manager, and no
appointment of a successor Independent Manager, shall be effective until the
successor Independent Manager shall have accepted his, her or its appointment by
a written instrument. All rights, power and authority of the Independent Manager
shall be limited to the extent necessary to exercise those rights and perform
those duties specifically set forth in this Certificate of Formation.

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            (c) The Independent Manager may resign and be discharged of this
Certificate of Formation effective upon the appointment of a successor
Independent Manager, upon not less than thirty (30) days' prior written notice
to the members, and, if a Permitted Guarantee remains outstanding, the
Collateral Agent. Upon receiving such notice of resignation, the members shall
promptly appoint a successor Independent Manager acceptable to the Collateral
Agent by written instrument or instruments delivered to such resigning
Independent Manager and the successor Independent Manager. If no successor
Independent Manager shall have been appointed within thirty (30) days after
notice of such resignation has been delivered, the Independent Manager may apply
to a court of competent jurisdiction for the appointment of a successor
Independent Manager. Such court may thereupon, after such notice, if any, as it
may deem proper, prescribe and appoint a successor Independent Manager.

            (d) Any person into which the Independent Manager may be merged or
with which it may be consolidated, or any person resulting from any merger or
consolidation to which the Independent Manager shall be a party, or any person
which succeeds to all or substantially all of the corporate trust business of
the Independent Manager, shall be the successor Independent Manager under this
Certificate of Formation without the execution, delivery or filing of any paper
or instrument or further act to be done on the part of the parties hereto,
notwithstanding anything to the contrary herein.

            EIGHTH: (a) The Company shall be dissolved, and its affairs shall be
wound up upon the first to occur of the following: (i) the written consent of
each member, and for as long as a Permitted Guarantee remains outstanding, the
written consent of the Independent Manager; or (ii) the entry of a decree of
judicial dissolution under Section 18-802 of the Act.

            (b) The bankruptcy (as defined in Section 18-101(l) of the Act) of a
member shall not cause such member to cease to be a member of the Company, and
upon the occurrence of such an event, the business of the Company shall continue
without dissolution.

            (c) With the exception of any event set forth in this Paragraph
Eighth, the Company shall not be dissolved by any other event or vote set forth
in Section 18-801 of the Act.

            (d) In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company shall
be applied in the manner, and in the order of priority, set forth in Section
18-804 of the Act.

            NINTH: The unanimous vote of the members shall be required, and for
so long as a Permitted Guarantee remains outstanding, the consent of the
Independent Manager shall be required, in order to take any of the following
actions:

            (a) cause the Company to become insolvent;

            (b) commence any case, proceeding or other action on behalf of the
Company under any existing or future law of any jurisdiction relating to
bankruptcy, insolvency, reorganization or relief of debtors;

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            (c) institute proceedings to have the Company adjudicated as
bankrupt or insolvent;

            (d) consent to the institution of bankruptcy or insolvency
proceedings against the Company;

            (e) file a petition or consent to a petition seeking reorganization,
arrangement, adjustment, winding-up, dissolution, composition, liquidation or
other relief on behalf of the Company of its debts under any federal or state
law relating to bankruptcy;

            (f) seek or consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator, custodian or any similar official for the
Company or a substantial portion of the properties of the Company;

            (g) make any assignment for the benefit of the Company's creditors;
or

            (h) take any action or cause the Company to take any action in
furtherance of any of the foregoing.

            TENTH: For so long as a Permitted Guarantee remains outstanding, the
Company shall not be authorized to:

            (a) amend this Certificate of Formation, except with the prior
written consent of the Independent Manager;

            (b) engage in any business activity not contemplated by the
Purposes;

            (c) dissolve, liquidate, consolidate, merge, or sell all or
substantially all of its assets; or

            (d) transfer its interest in the Property, or any portion thereof.

            ELEVENTH: The Company shall:

            (a) not commingle its assets with those of any other entity and
shall hold its assets in its own name;

            (b) conduct its own business in its own name;

            (c) maintain bank accounts, books, records, accounts and financial
statements separate from any other entity;

            (d) maintain its books, records, resolutions and agreements as
official records and separate from any other entity;

            (e) pay its own liabilities out of its own funds;

            (f) maintain adequate capital in light of contemplated business
operations;

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            (g) observe all formalities of a limited liability company organized
under the Act;

            (h) maintain an arm's length relationship with its affiliates;

            (i) pay the salaries of its own employees, if any;

            (j) not acquire obligations or securities of its partners, members
or shareholders;

            (k) allocate fairly and reasonably any overhead for shared office
space;

            (l) use separate stationary, invoices, and checks;

            (m) hold itself out as a separate entity and correct any known
misunderstanding regarding its separate identity; and

            (n) not identify itself or any of its affiliates as a division or
part of the other.

            TWELFTH: (a) Except as limited by Subparagraph (a) of the Tenth
Paragraph of this Certificate of Formation, the Company reserves the right to
amend, alter, change or repeal any provision contained in this Certificate of
Formation, in the manner now or hereafter prescribed by statute, and all rights
conferred upon members herein are granted subject to this reservation.

            (b) If any of the provisions of this Certificate of Formation, or
the application thereof to any person, party or circumstances, shall, to any
extent, be invalid, the remainder of this Certificate of Formation, or the
application of such provision or provisions to persons, parties or circumstances
other than those as to whom or which it is held invalid, shall not be affected
thereby, and every provision of this Certificate of Formation, shall be valid to
the fullest extent permitted by law.

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            THIRTEENTH: This Certificate of Formation contains the entire
understanding between and among the members of the Company respecting the
subject matter hereof, and shall further constitute the limited liability
company agreement as contemplated by the provisions of Section 18-201 of the
Delaware Limited Liability Company Act.

Signed on September 9, 1998, and
affirmed, under penalties of perjury.

                                      AMSCAN HOLDINGS, INC.,
                                      in its capacity as sole initial member of
                                      the Company

                                      By: /s/James M. Harrison
                                           Name:  James M. Harrison
                                           Title: President

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