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): November 22, 2005


                              AMSCAN HOLDINGS, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                             000-21827               13-3911462
- ------------------                   ------------------      ---------------
(State or other jurisdiction of      (Commission             (I.R.S. Employer
 incorporation or organization)       File Number)           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

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

     |_|  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)
     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)
     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))
     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))



SECTION 8 - OTHER EVENTS

ITEM 8.01     OTHER EVENTS

            As previously announced, Amscan Holdings, Inc. ("AHI") entered into
an Agreement and Plan of Merger, dated as of September 26, 2005 (as amended, the
"Merger Agreement"), among AHI, its wholly-owned subsidiary formed for the
purposes of the transaction, BWP Acquisition, Inc. ("BWP") and Party City
Corporation ("Party City"). Upon closing of the acquisition contemplated by the
Merger Agreement (the "Acquisition"), AHI will own all of the outstanding
capital stock of Party City. The Acquisition is anticipated to close prior to
the end of 2005, and is subject to certain closing conditions, including
approval from Party City's shareholders. Party City's shareholders' meeting to
approve the Acquisition is scheduled for December 7, 2005. The parties filed
pre-merger notifications with the U.S. antitrust authorities pursuant to the
Hart-Scott Rodino Antitrust Improvements Act effective October 7, 2005, and the
waiting period expired at 11:59 p.m. on November 7, 2005.

            AHI, through its subsidiaries, is a leading designer, manufacturer
and distributor of decorative party goods in the United States and the largest
manufacturer of metallic balloons in the world, offering one of the broadest and
deepest product lines in the industry.

            Party City, with 249 company-owned stores and 254 franchise
locations as of September 30, 2005, is America's largest party goods retailer.

            For the twelve months ended September 30, 2005, the companies would
have had pro forma combined revenues of approximately $875 million and pro forma
combined EBITDA of approximately $100 million, excluding the synergies expected
to be generated by the Acquisition. The pro forma combined EBITDA has been
calculated in accordance with Regulation S-X.

            While Party City will become a wholly owned subsidiary of AHI upon
consummation of the Acquisition, we anticipate that Party City will operate as a
separate entity from our other subsidiaries. Our subsidiaries will continue to
focus on serving existing customer relationships and will seek to minimize sales
disruptions. We expect to leverage our distribution and product strengths for
the benefit of our entire customer base.


            We believe that bringing the Party City business under the same
umbrella as our existing subsidiaries will create attractive business
opportunities that would not be available to us or to Party City on a
stand-alone basis. We anticipate that the Acquisition will allow us to secure
and expand our relationship with our largest customer, Party City. Increasing
the product distributed through our existing distribution infrastructure will
enable us to leverage fixed costs over a broader revenue stream, which should
ultimately benefit all of our existing customers. The combination also provides
opportunity for cost savings. Additionally, we see many possible growth
opportunities going forward, including limited expansion of the Party City
network, further expansion of our preferred customer programs for independent
party goods retailers and the continued revenue and profitability improvement of
Party City's base business.



         The funds necessary to complete the Acquisition are estimated to be
$362 million. In order to finance the Acquisition as well as to refinance AHI's
existing senior credit facilities and pay related fees and expenses, AHI's
parent, AAH Holdings Corporation ("AAH Holdings") received equity commitments
(the "Equity Commitments") from funds affiliated with Berkshire Partners LLC and
Weston Presidio (the "Equity Sponsors"). AAH Holdings also received a debt
commitment letter (the "Debt Commitment Letter"), dated September 26, 2005 from
Goldman Sachs Credit Partners L.P. ("GSCP"), Banc of America Securities LLC
("BAS") and Bank of America, N.A. (together with GSCP and BAS, the "Lenders").

         The Lenders and Equity Sponsors, while remaining committed to the
financing contemplated by the Equity Commitments and the Debt Commitment Letter,
currently contemplate funding the Acquisition as well as the refinancing of
AHI's senior credit facility and paying related fees and expenses with total
equity contributions from the Equity Sponsors and management of $132 million,
and $420 million of term loans, all under a senior secured term loan facility
with a maturity of seven years, and $85 million of revolving loan commitments
under a senior secured revolving loan facility with a maturity of six years. The
proceeds of the term loans and up to $5 million of the revolving loans are
expected to be available to finance the merger, repay or refinance certain
existing debt of AHI and its subsidiaries, and to pay fees and expenses incurred
in connection with the Acquisition and refinancing (the "Transactions"). In
addition, AHI expects to utilize excess cash to fund the Transactions.

         The pro forma information contained herein is based on preliminary
information and does not purport to present what our combined revenues or
combined EBITDA would have been had the Transactions been completed prior to the
period presented or indicate what they will be following completion of the
Transactions. EBITDA as used in this report is net income before interest,
taxes, depreciation and amortization.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
- ----------------------------------------------------

            Statements in this document regarding the Transactions, the expected
effects, timing and completion thereof and any other statements about our future
expectations, beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates," "expects,"
"estimates" and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors that could
cause actual results or events to differ materially from those indicated by such
forward-looking statements, including: the ability to consummate the proposed
Acquisition due to the failure of Party City to obtain stockholder approval, the
failure to consummate the necessary debt financing arrangements or the failure
to satisfy other conditions to the closing of the proposed transaction, the
ability to recognize the benefits of the Acquisition, the effects of increased
leverage in our capital structure following the consummation of the
Transactions, intense competition in our and Party City's industries, changes in
government regulation, failure to manage the integration of acquired companies
and other risks that are contained in documents and the other factors described
in our Annual Report on Form 10-K for the year ended December 31, 2004 filed
with the SEC.






                                    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 thereunto duly authorized.

Date: November 22, 2005

                            AMSCAN HOLDINGS, INC.

                            By:  /s/ Robert J. Small
                                 ------------------------------
                            Name: Robert J. Small
                            Title: Chairman of the Board