[LETTERHEAD OF MURTHA CULLINA LLP]


PAUL G. HUGHES
(203) 772-7726 DIRECT TELEPHONE
(860) 240-5726 DIRECT FACSIMILE
PHUGHES@MURTHALAW.COM







                                September 8, 2005



Via EDGAR and Facsimile


Securities and Exchange Commission
100 F Street, N.E.
Washington, D. C. 20549-7010

Attention: Ms. Jennifer Goeken

          Re:  Amscan Holdings - Annual Report on Form 10-K for the year ended
               December 31, 2004

Dear Sirs:

     We have received your letter containing comments based on your review of
the Annual Report on Form 10-K of Amscan Holdings, Inc. (the "Company") for the
year ended December 31, 2004 (the "Form 10-K").

     The purpose of this letter is to respond to your comments. To facilitate
your review of our responses, we will set out each of your comments followed by
the Company's response, [including the changes the Company would include in [an
amendment to the Form 10-K; its future annual reports] in response to that
comment.

Business, page 3
- ----------------

The Transactions, page 3
- ------------------------

SEC COMMENT NO. 1

1.   We note the "merger agreement" between you (i.e., Amscan Holdings, Inc.)
     and AAH Acquisition, a wholly owned subsidiary of AAH Holdings, was
     structured

          o    as a purchase of common stock,






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Page 2


          o    you were deemed to be the surviving entity, as a wholly owned
               subsidiary of AAH Holdings, and

          o    the resulting capital structure of the surviving entity is equal
               to that of AAH Holdings.

     Please address each of the following:

          o    Clarify whether you, AAH Acquisition or AAH Holdings, paid cash
               of $530 million to consummate the acquisition.

          o    Describe the facts and circumstances of the acquisition,
               including the factors that resulted in the "ultimate beneficial
               ownership of the Successor."

          o    Provide an analysis that supports your accounting treatment of
               the transaction and specifically cite the authoritative
               literature you relied upon in support of your methodology.

          o    Clarify whose net assets will be fair valued based on the
               purchase price of $530 million.

RESPONSE

     The acquisition of Amscan Holdings, Inc. ("Amscan Holdings") by AAH
Holdings, Inc. ("AAH Holdings") was accomplished through a series of steps that,
as an accounting matter, was deemed to be a purchase. As a legal matter, the
following occurred:

     o    AAH Holdings and AAH Acquisition were formed as new legal entities;

     o    Capital in the amount of $140.5 million was contributed by the
          Principal Investors (as defined in the Form 10-K) and certain employee
          stockholders of Amscan Holdings to AAH Holdings;

     o    The capital of AAH Holdings was then contributed by AAH Holdings to
          AAH Acquisition;

     o    Pursuant to the Merger Agreement, AAH Acquisition was merged into
          Amscan Holdings with Amscan Holdings as the surviving entity of the
          merger;






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     o    Upon the consummation of the merger, (a) the assets of AAH Acquisition
          (including its capital that had been contributed by the Principal
          Investors and the employee stockholders) became assets of Amscan
          Holdings as the surviving corporation of the merger; (b) each share of
          Amscan Holdings then outstanding was converted into cash; and (c) each
          share of AAH Acquisition was converted into the right to receive one
          share of Amscan Holdings; and

     o    As a result, AAH Holdings continues as a legal entity whose sole
          function is to hold the capital stock of Amscan Holdings.

     The transaction pursuant to which Amscan Holdings became a wholly-owned
subsidiary of AAH Acquisition was not, as a legal matter, a purchase of common
stock but rather was a statutory merger.

     Since Amscan Holdings is merely a conduit between the operating companies
and AAH Holdings, Amscan Holdings has determined that it is more appropriate
disclosure to reflect on its financial statements the capital structure of AAH
Holdings as the ultimate beneficial owner of the business. This information has
been disclosed in the notes to the financial statements.

     The cash paid in the merger to the holders of equity interests in Amscan
Holdings was provided both by the Principal Investors and certain employee
stockholders and by Amscan Holdings. As noted in the Form 10-K, the equity
contribution of the Principal Investors and the employee stockholders (who
exchanged equity interests in Amscan Holdings for equity interests in AAH
Holdings) aggregated $140.5 million. The balance of the cash needed to
consummate the acquisition was provided by Amscan Holdings (through borrowings
(a term loan, a revolving loan and senior subordinated notes) and available cash
on hand at Amscan Holdings).

     The accounting treatment for the merger of AAH Acquisition into Amscan
Holdings as a business combination to be accounted for under the purchase method
of accounting is supported by Statement of Financial Accounting Standards No.
141, Business Combinations ("SFAS No. 141"). The Principal Investors and certain
members of management, through their investment in AAH Holdings and the merger
of AAH Acquisition into Amscan Holdings, acquired control over 100% of the
equity of Amscan Holdings. As substantially all of the common stock of AAH
Holdings is owned by new shareholders, the change in control justifies the asset
bases adjustment at Amscan Holdings. SFAS No. 141 paragraph 9 states that "a
business combination occurs when an entity acquires net assets that constitute a
business or acquires equity interests of one or more other entities and obtains
control over that entity or entities." Paragraph 10 states that "the provisions
of this Statement apply equally to a business combination in which (a) one or
more entities are merged or become subsidiaries, (b) one






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Page 4


entity transfers net assets or its owners transfer their equity interests to
another, or (c) all entities transfer net assets or the owners of those entities
transfer their equity interests to a newly formed entity (some of which are
referred to as roll-up or put-together transactions)." Paragraph 10 also states
that "All those transactions are business combinations regardless of whether the
form of consideration given is cash, other assets, a business or a subsidiary of
the entity, debt, common or preferred shares or other equity interests, or a
combination of those forms and regardless of whether the former owners of one of
the combining entities as a group retain or receive a majority of the voting
rights of the combined entity." SFAS No 141, paragraphs 13 and 15 require that
all business combinations in the scope of SFAS No 141 shall be accounted for
using the purchase method of accounting and that an acquiring entity must be
determined in each business combination. SFAS No. 141 paragraph 16 states that
"in a business combination effected solely through the distribution of cash or
other assets or by incurring liabilities, the entity that distributes cash or
other assets or incurs liabilities is generally the acquiring entity." As AAH
Holdings distributed cash (including its initial equity contribution of $140.5
million) and indirectly assumed the new debt incurred to pay the former debt and
equity holders of Amscan Holdings, AAH Holdings is considered the acquiring
entity.

     In our analysis supporting the treatment of the transactions as a business
combination, we considered the provisions of EITF 88-16, "Basis in Leveraged
Buyout Transactions," including the leverage computation below:

      New net debt incurred     $390,467,000
      Less: Old debt paid        266,224,000
                               -------------
      New leverage               124,243,000
      New equity contribution    140,500,000
      Leverage ratio             46.9%   (124,243,000/(124,243,000+140,500,000))

     Based on the leverage of 46.9%, we concluded that the transaction was not a
highly leveraged transaction and EITF 88-16 would not apply.

     As noted in both Part I of the Form 10-K and in Note 1 to the financial
statements included in the Form 10-K, the purchase price (i.e., the $530.0
million) has been allocated based on estimates of the "fair value of the net
assets acquired." The assets acquired in the transaction were the assets of
Amscan Holdings at the time of the merger when Amscan Holdings became a wholly
owned subsidiary of AAH Holdings.






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Page 5




SEC COMMENT NO. 2

2.   We also note, as a result of the transaction between you and AAH
     Acquisition, that you recorded indefinite-lived tradenames of $33.5
     million. Please provide a schedule of the items included in this balance
     and an analysis to support your position that these intangible assets have
     an indefinite useful life.

RESPONSE

     The Successor company recorded $33.5 million as the fair value of its
Amscan(R) and Anagram(R) trade names. The Predecessor acquired the trade name
Anagram(R) as part of its acquisition of the assets of Anagram International Inc
and subsidiaries in 1998. The Successor continues to use the Anagram(R) trade
name to identify its line of metallic balloons. The Successor determined the
fair value of the trade names Amscan(R) and Anagram(R) based on an independent
appraisal that employed the relief-from-royalty method. SFAS No. 141 does not
preclude the recognition of trade names or "brands" as a single asset apart from
goodwill, if the complimentary assets that make up the group have similar useful
lives, which, in this case, are deemed to be indefinite.

     The Successor determined that the Amscan(R) and Anagram(R) trade names have
indefinite lives based on the following:

     o    The Company has no plans to retire the trade names and intends to
          operate under the trade names indefinitely, as a going concern. The
          use of the trade names is not limited by a relationship with another
          asset or group of assets or by any legal, regulatory or contractual
          provisions.

     o    The Amscan(R) and Anagram(R) trade names have been established for
          over 57 years and 27 years, respectively, and are recognized as market
          leaders in the party goods industry.

     o    The Company's products (decorative party goods including tableware,
          balloons, and coordinated and non-coordinated party accessories) are
          not subject to technical obsolescence or uncertainties due to
          legislative or regulatory changes.

     o    Demand for the Company's branded products is evidenced by the
          Predecessor's 11% organic revenue growth over the past 10 years. Due
          to limited availability of market data for the party goods industry,
          independent studies were commissioned by the Company in 2003 which
          indicate it occupies approximately 30% of the shelf space in the party
          superstore channel, which channel represents approximately 50%






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Page 6


          of its domestic revenue. The Company has longstanding relationships
          with wholesale party goods customers, including small, independent
          party and gift stores and large party superstores chains, and sells to
          over 40,000 customers.

     o    The Company expects its market share to continue to grow as it
          continually expands the number of innovative decorative products in
          its lines; focuses on additional channels of distribution, including
          mass marketers and focuses on the further development of a less mature
          European market.

     o    The party goods industry is relatively stable. Competitors include
          small independent specialty manufacturers as well as divisions or
          subsidiaries of larger companies. However, the population of
          competitors has not grown significantly in the past due to barriers to
          entry including substantial investments in artwork and inventories and
          state-of the art distribution facilities. As a result, the Company
          does not expect to lose significant market share to new or existing
          competitors and expects to remain a leader in the industry.

     o    The Company does not believe revenue generation is dependent upon the
          continued employment of key employees. The breath of product, which
          distinguishes Amscan and Anagram from its competitors, is generated by
          a large creative staff of over 100 employees.

     Based on the factors above, the Company expects the Amscan(R) and
Anagram(R) trade names will continue to generate cash flow indefinitely and,
accordingly, have deemed their useful lives to be indefinite.

Note 16 - Segment Information, page F-30
- ----------------------------------------

SEC COMMENT NO. 3

3.   We note your disclosure that you operate in one industry segment and that
     this one segment "involves the design, manufacture, contract for
     manufacture and distribution of party goods, including decorative party
     goods, metallic balloons, stationery and gift items." Please identify your
     operating segments, as defined in paragraph 10 of SFAS 131, and expand your
     disclosure to identify the factors used to identify your reportable
     segments, as required by paragraph 26(a) of SFAS 131. We note that your
     segment reporting was addressed in your communication with the staff during
     2003.






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RESPONSE

     The CEO and management consider the Company the "one stop source" for
celebratory products (i.e., party goods) of all kinds, including decorative
tableware and coordinated and non-coordinated accessories. Coordinated and
non-coordinated accessories include balloons (e.g., metallic and latex),
stationery (e.g., confetti, stickers, invitations, thank you notes, gift wrap,
ribbon, memory books and albums) and gifts (e.g., ceramic giftware, picture
frames, mugs, and decorative candles). Our products are generally presented to
party goods retailers, through our catalogues, as general, seasonal and themed
party ensembles. The primary objective of our design staff is to create new
ensembles and new products in all product lines to expand those ensembles.
Management does not use product line financial performance as a basis for
business operating decisions.

     As noted in our communication with the staff during 2003, the Company
considers itself a single operating segment based on the "management approach"
(i.e., based on how management internally evaluates the operating performance of
its business units). The Company's chief operating decision maker is considered
to be the Chief Executive Officer ("CEO"). The CEO reviews financial information
presented on a consolidated basis for purposes of making operating decisions,
assessing financial performance and allocating resources. The consolidated
financial information reviewed by the CEO is similar to the information
presented in the consolidated financial statements. Accordingly, the Company has
determined that it operates in a single operating segment and, as a result, a
single reportable segment.

     We propose to modify the segment disclosure in the notes to the financial
statements in our future filings as follows. In addition, we will add similar
disclosures in our MD&A.

Note 16 Segment Information

     SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information," requires that companies report separately in the financial
statements certain financial and descriptive information about operating
segments. The method for determining what information is reported is based on
the way that management organizes the operating segments for making operational
decisions and assessments of financial performance. The Company is organized
around an expansive assortment of celebratory products that are generally
presented to its customers as general, seasonal and themed party goods ensembles
and not as individual product lines.

     The Company's chief operating decision maker is considered to be the Chief
Executive Officer ("CEO"). The CEO reviews financial information presented on a
consolidated basis for






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Page 8


purposes of making operating decisions, assessing financial performance and
allocating resources. The consolidated financial information reviewed by the CEO
is similar to the information presented in the accompanying consolidated
statements of operations. Accordingly, the Company has determined that it
operates in a single operating segment and, as a result, a single reportable
segment.

     The Company's products include four product lines including party goods
(decorative tableware and coordinated accessories), metallic balloons,
coordinated and non-coordinated stationery (invitations, notes, memory books and
gift wrap) and gifts (ceramic giftware, mugs, frames and decorative candles).

     Net sales for each of the four product lines are as follows:

                                              Year ended December 31,
                                            2005        2004      2003
        Party goods and accessories      $          $          $
        Metallic balloons
        Stationery
        Gifts
                                         --------   ---------  --------
                                         --------   ---------  --------
                                         ========   =========  ========

SEC COMMENT NO. 4

4.   Please disclose information about products and services, as required by
     paragraph 37 of SFAS 131.

RESPONSE

     See response to Comment No. 3 above.

Closing Comments
- ----------------

     We have been authorized by the Company to provide on its behalf the
following statement acknowledging that:

     o    the Company is responsible for the adequacy and accuracy of the
          disclosure in the Form 10-K;





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Page 9


     o    staff comments or changes to disclosure in response to staff comments
          do not foreclose the Securities and Exchange Commission from taking
          any action with respect to the Form 10-K; and


     o    the Company may not assert staff comments as a defense in any
          proceeding initiated by the Securities and Exchange Commission or any
          person under the federal securities laws of the United States.

     After you have had a chance to review these responses to your comments, we
would appreciate the opportunity to speak with you about our responses and
whether there are additional issues relating to the Form 10-K that we need to
resolve.

     If you need any additional information, please call me.

                                               Very truly yours,

                                               /s/ PAUL G. HUGHES

                                               Paul G. Hughes