EXHIBIT 3.12



AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

FACTORY CARD & PARTY OUTLET CORP.

(Pursuant to Section 242 of the

General Corporation Law of Delaware)



It is
hereby certified that:



1. The name of the corporation
(hereinafter called the corporation) is:



Factory
Card & Party Outlet Corp.



2. This Amendment to the
corporations Amended and Restated Certificate of Incorporation hereby amends Article FIFTH of the Amended and Restated Certificate of Incorporation of the corporation as set forth herein.



3. Article FIFTH is hereby deleted in its entirety and the following shall be
inserted herein:



FIFTH



Section 1. Definitions: For purposes of this Article Fifth, the
following definitions shall apply:



| | a) |  | Agent means an agent designated by the Board of Directors of the Corporation.
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| | b) |  | Bylaws means the bylaws of the Corporation.
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| | c) |  | Code means the Internal Revenue Code of 1986, as amended.
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| | d) |  | Corporation Securities means (i) shares of Common Stock, (ii) shares of Preferred Stock (if any shall hereafter be authorized and issued by the
Corporation), (iii) warrants, rights, or options (including within the meaning of Treasury Regulation § 1.382-2T(h)(4)(v)) to purchase stock of the Corporation, and (iv) any other interests that would be treated as stock of the
Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).
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| | e) |  | Effective Date means the later of (i) the Effective Date (as defined in the Plan) or (ii) the date of filing of this Amended and Restated Certificate of
Incorporation.
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| | f) |  | Excess Securities means the Corporation Securities which are the subject of the Prohibited Transfer.
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| | g) |  | Five-Percent Shareholder means a Person or group of Persons that is identified as a 5-percent shareholder of the Corporation pursuant to
Treasury Regulation § 1.382-2T(g).
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| | h) |  | Percentage Stock Ownership means percentage stock ownership as determined in accordance with Treasury Regulation § 1.382-2T(g), (h), (j), and (k).
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| | i) |  | Person means an individual, corporation, estate, trust, association, limited liability company, partnership. joint venture or similar organization.
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| | j) |  | Prohibited Distributions means any dividends or other distributions that were received by a Purported Transferee from the Corporation with respect to the
Excess Securities.
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| | k) |  | Prohibited Transfer means any purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article
Fifth.
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| | l) |  | Purported Transferee means the purported transferee of a Prohibited Transfer.
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| | m) |  | Restriction Release Date means the earliest of (i) the repeal of Section 382 of the Code (and any comparable successor provision)(Section
382) or (ii) the date on which the Corporation determines that no Tax Benefits may be carried forward to the taxable year of the Corporation (or any successor thereof) in which such determination is made and does not project material Tax
Benefits for subsequent years.
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| | n) |  | Section 501(c)(3) means Section 501(c)(3) of the Code (or any comparable successor provision).
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| | o) |  | Tax Benefits means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit
carryovers and foreign tax credit carryovers, as well as any net unrealized built-in loss within the meaning of Section 382, of the Corporation or any direct or indirect subsidiary thereof.
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| | p) |  | Transfer means, subject to the last sentence of this definition, any direct or indirect (including, by merger or operation of law) sale, transfer,
assignment, conveyance, pledge, or other disposition. A Transfer shall not include an issuance or grant of Corporation Securities (or options to purchase such Corporation Securities) by the Corporation issued pursuant to the provisions the New
Employee Stock Option Plan (as defined under the Plan), as the same may be amended or modified from time to time hereafter, or the exercise by an employee of the Corporation of any option to purchase Corporation Securities issued pursuant to the New
Employee Stock Option Plan.
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| | q) |  | Treasury Regulation § 1.382-2T means the temporary income tax regulations promulgated under Section 382 and any successor regulations. References to
any subsection of such regulations include references to any successor subsection thereof.
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Section 2. Restrictions on Transfer. Any attempted Transfer of Corporation Securities prior to the Restriction Release Date, or any attempted
Transfer of Corporation Securities pursuant to an agreement entered into prior to the Restriction Release Date, shall be prohibited and (subject to the immediately following sentence) void ab initio to the extent that, as a result of
such Transfer (or any series of Transfers of which such Transfer is a part), either (i) any Person or group of Persons shall become a Five-Percent Shareholder, or (ii) the Percentage Stock Ownership interest in the Corporation of any Five-Percent
Shareholder shall be increased. The prior sentence shall not preclude the settlement of any transaction in the Corporation Securities entered into through the facilities of the Small Cap Market of NASDAQ, but such transaction, if prohibited by the
prior sentence, shall nonetheless be a Prohibited Transfer.



Section 3. Certain Exceptions. The restrictions set forth in Section 2 of this Article Fifth shall not apply to an attempted Transfer if (a) the transferor or the transferee obtains the prior written approval of the Board of
Directors of the Corporation, which approval may be granted or denied in the Board of Directors sole discretion or (b) the Board of Directors, as evidenced by a written resolution, waives all restrictions on Transfer set forth in this Article
Fifth with respect to all Transfers in which case all Transfers from and after the date of such resolution described in this clause (b) shall not be subject to the restrictions on Transfer set forth in this Article Fifth. As a condition to granting
its approval, the Board of Directors may, in its discretion, require (at the expense of the transferor and/or transferee) an opinion of counsel selected by the Board of Directors that the Transfer shall not result in the application of any Section
382 limitation on the use of the Tax Benefits.



Section 4.
Treatment of Excess Securities.



a) No
officer, director, employee or agent of the Corporation shall record any Prohibited Transfer, and a Purported Transferee shall not be recognized as a stockholder of the Corporation for any purpose whatsoever in respect of Excess Securities. Until
the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of stockholders of the Corporation, including,
without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a
Prohibited Transfer, the Securities shall cease to be Excess Securities.



b) If the Board of Directors determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer then, upon written demand by the Corporation, the Purported Transferee shall transfer or cause to be
transferred any certificate or other evidence of ownership of the Excess Securities within the Purported Transferees possession or control, together with Prohibited Distributions, to the Agent. The Agent shall thereupon sell to a buyer or
buyers, which may include the Corporation, the Excess Securities transferred to it in one or more arms-length transactions (over the Small Cap Market of NASDAQ or other national securities exchange on which the Corporation Securities may be
traded, if possible); provided, however,



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that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect
any such sale within any specific time frame if, in the Agents discretion, such sale or sales would disrupt the market for the Corporation Securities or otherwise would adversely affect the value of the Corporation Securities. If the Purported
Transferee has resold the Excess Shares before receiving the Corporations demand to surrender the Excess Shares to the Agent, the Purported Transferee shall be deemed to have sold the Excess Shares for the Agent, and shall be required to
transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that
the Purported Transferee would have received from the Agent pursuant to Section 4(c) of this Article Fifth if the Agent rather than the Purported Transferee had resold the Excess Shares.



c) The Agent shall apply any proceeds of a sale by it of Excess Shares and, if the Purported Transferee had
previously resold the Excess Shares, any amounts received by it from a Purported Transferee, as follows: (A) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its
duties hereunder; (B) second, any remaining amounts shall be paid to the Purported Transferee, up to the amount paid by the Purported Transferee for the Excess Shares (or the fair market value, (1) calculated on the basis of the closing market price
for the Corporation Securities on the day before the Transfer or, (2) if the Corporation Securities are not listed or admitted to trading on any stock exchange but are traded in the over-the-counter market, calculated based upon the difference
between the highest bid and lowest asked prices, as such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system on the day before the Transfer or, if none, on the last preceding day
for which such quotations exist, or (3) if the Corporation Securities are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, then as determined in good faith by the Board of Directors, of the
Excess Shares at the time of the attempted Transfer to the Purported Transferee by gift, inheritance, or similar Transfer), which amount (or fair market value) shall be determined at the discretion of the Board of Directors; and (C) third, any
remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to one or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors, provided, however, that if the Excess
Shares (including any Excess Shares arising from a previous Prohibited Transfer not sold by the Agent in a prior sale or sales), represent a 5% or greater Percentage Stock Ownership interest in any class of Corporation Securities, then any such
remaining amounts to the extent attributable to the disposition of the portion of such Excess Shares exceeding a 4.99% Percentage Stock Ownership interest in such class shall be paid to two or more organizations qualifying under Section 501(c)(3)
selected by the Board of Directors. The recourse of any Purported Transferee in respect of any Prohibited Transfer shall be limited to the amount payable to the Purported Transferee pursuant to clause (B) of the preceding sentence. In no event shall
the proceeds of any sale of Excess Shares pursuant to this Article Fifth inure to the benefit of the Corporation.



d) If the Purported Transferee fails to surrender the Excess Shares or the proceeds of a sale thereof to the Agent within thirty days from
the date on which the Corporation makes a demand pursuant to Section 4(b) of this Article Fifth, then the Corporation shall use its best efforts to enforce the provisions hereof, including the institution of legal proceedings to compel the
surrender.



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e) The Corporation shall make the demand described in Section 4(b) of this Article Fifth
within thirty days of the date on which the Board of Directors determines that the attempted Transfer would result in Excess Securities; provided, however, that if the Corporation makes such demand at a later date, the provisions of this
Article Fifth shall apply nonetheless.



Section 5. Bylaws;
Legends; Compliance.



a) The Bylaws may
make appropriate provisions to effectuate the requirements of this Article Fifth.



b) All certificates representing Corporation Securities issued after the effectiveness of this Article Fifth shall bear a conspicuous
legend as follows:



THE TRANSFER OF THE SECURITIES
REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS PURSUANT TO ARTICLE V OF THE RESTATED CERTIFICATE OF INCORPORATION OF FACTORY CARD OUTLET CORP. REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS CERTIFICATE.



c) The Board of Directors of the Corporation shall have the
power to determine all matters necessary for determining compliance with this Article Fifth, including, without limitation, (A) the identification of Five-Percent Shareholders, (B) whether a Transfer is a Prohibited Transfer, (C) the Percentage
Stock Ownership in the Corporation of any Five-Percent Shareholder, (D) whether an instrument constitutes a Corporation Security, (E) the amount (or fair market value) due to a Purported Transferee pursuant to clause (B) of paragraph 4(c) of this
Article Fifth, and (F) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article Fifth.



4. This Amendment to the Second Amended and Restated
Certificate of Incorporation has been duly adopted by the required vote of stockholders in accordance with Section 242 of the General Corporation Law of Delaware.



Signed and attested to on April 6, 2004.



By: /s/    Gary W. Rada



Title: President and Chief Executive Officer



Attest:



/s/    James D. Constantine



Title: Executive Vice President and Chief Financial and Administrative Officer



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