FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Amscan Acquisition, Inc.

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/6/2007 

3. Issuer Name and Ticker or Trading Symbol

FACTORY CARD & PARTY OUTLET CORP [[FCPO]]

(Last)        (First)        (Middle)

C/O BERKSHIRE PARTNERS LLC, ONE BOSTON PLACE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

BOSTON, MA 02108       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   2912492   D   (1)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  These shares are owned directly by Amscan Acquisition, Inc., a wholly-owned subsidiary of Amscan Holdings, Inc., which in turn is a wholly-owned subsidiary of AAH Holdings Corporation. Amscan Holdings, Inc. and AAH Holdings Corporation may be deemed to be indirect beneficial owners of the reported securities only by virtue of the fact that Amscan Acquisition, Inc., the record holder of the shares, is a wholly-owned subsidiary. Amscan Holdings, Inc. and AAH Holdings Corporation disclaim beneficial ownership of the reported securities, and this report shall not be deemed an admission by either of such entities that it is a beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Amscan Acquisition, Inc.
C/O BERKSHIRE PARTNERS LLC
ONE BOSTON PLACE
BOSTON, MA 02108
X

AMSCAN HOLDINGS INC
80 GRASSLANDS ROAD
ELMSFORD, NY 10523
X

AAH Holdings CORP
C/O BERKSHIRE PARTNERS LLC
ONE BOSTON PLACE, SUITE 3300
BOSTON, MA 02108
X


Signatures
/s/ Robert J. Small Robert J. Small, President 11/8/2007
** Signature of Reporting Person Date

/s/ Michael Correale, Chief Financial Officer 11/8/2007
** Signature of Reporting Person Date

/s/ James M. Harrison, President 11/8/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who 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.
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