UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 F O R M 10 - Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the Quarterly Period Ended June 30, 2000


[ ]  TRANSITION   REPORT  PURSUANT  TO SECTION  13 OR  15(d) OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                      to
                               --------------------    --------------------

Commission file number 000-21827
                       ---------


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

                Delaware                                   13-3911462
    (State or other jurisdiction of             (I.R.S. Employer Identification
     incorporation or organization)                          Number)


            80 Grasslands Road
            Elmsford, New York                               10523
  (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code:     (914) 345-2020


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

       Yes    X            No
           -------            -------



As of August 11, 2000,  1,132.54 shares of Registrants'  Common Stock, par value
$0.10, were outstanding.


<PAGE>


                              AMSCAN HOLDINGS, INC.
                                    FORM 10-Q

                                  June 30, 2000

                                Table of Contents

                                     Part I                                 Page

Item 1      Financial Statements  (Unaudited)

            Consolidated  Balance  Sheets at June 30, 2000 and
               December 31, 1999 ..........................................   3

            Consolidated  Statements  of Income  for the Three
               and Six Months Ended June 30, 2000 and 1999 ................   4

            Consolidated  Statement of  Stockholders'  Deficit
               for the Six Months Ended June 30, 2000 .....................   5

            Consolidated  Statements of Cash Flows for the Six
               Months Ended June 30, 2000 and 1999 ........................   6

            Notes to Consolidated Financial Statements ....................   7

Item 2      Management's Discussion and Analysis of Financial
               Condition and Results of Operations ........................  11

Item 3      Quantitative and Qualitative Disclosures About Market Risk ....  15

                                     Part II

Item 2      Changes in Securities and Use of Proceeds .....................  16

Item 6      Exhibits and Reports on Form 8-K ..............................  16


Signature .................................................................  17













                                        2
<PAGE>




                              AMSCAN HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                   June 30,      December 31,
                                                                                     2000            1999
                                                                                 ------------   -------------
                                                                                  (Unaudited)       (Note)
                                     ASSETS
<S>                                                                               <C>            <C>
Current assets:
   Cash and cash equivalents ................................................     $   1,042      $     849
   Accounts receivable, net of allowances ...................................        55,753         56,896
   Inventories, net of allowances ...........................................        65,507         59,193
   Prepaid expenses and other current assets ................................        11,813         11,802
                                                                                  ---------      ---------
         Total current assets ...............................................       134,115        128,740
Property, plant and equipment, net ..........................................        61,467         61,709
Intangible assets, net ......................................................        61,173         63,331
Other assets, net ...........................................................        10,059          9,707
                                                                                  ---------      ---------

         Total assets .......................................................     $ 266,814      $ 263,487
                                                                                  =========      =========

         LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Short-term obligations ...................................................     $   7,400      $   4,688
   Accounts payable .........................................................        18,331         18,967
   Accrued expenses .........................................................        15,660         16,332
   Income taxes payable .....................................................         4,574          2,963
   Current portion of long-term obligations .................................         4,170          3,562
                                                                                  ---------      ---------
         Total current liabilities ..........................................        50,135         46,512
Long-term obligations, excluding current portion ............................       263,232        266,891
Deferred income tax liabilities .............................................        12,586         12,001
Other .......................................................................         2,620          3,030
                                                                                  ---------      ---------
         Total liabilities ..................................................       328,573        328,434

Redeemable Common Stock .....................................................        23,910         23,582

Stockholders' deficit:
   Common Stock .............................................................          --             --
   Additional paid-in capital ...............................................           233            225
   Unamortized restricted Common Stock award, net ...........................          (379)          (405)
   Notes receivable from stockholders .......................................          (534)          (664)
   Deficit ..................................................................       (82,968)       (86,797)
   Accumulated other comprehensive loss .....................................        (2,021)          (888)
                                                                                  ---------      ---------
         Total stockholders' deficit ........................................       (85,669)       (88,529)
                                                                                  ---------      ---------

         Total liabilities, redeemable Common Stock and stockholders' deficit     $ 266,814      $ 263,487
                                                                                  =========      =========
</TABLE>


         Note:  The balance sheet at December 31, 1999 has been derived from the
         audited consolidated financial statements at that date.

          See accompanying notes to consolidated financial statements.




                                       3
<PAGE>




                              AMSCAN HOLDINGS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                             Three Months Ended June 30,   Six Months Ended June 30,
                                             ---------------------------   -------------------------
                                                  2000          1999           2000          1999
                                               ---------     ---------      ---------     ---------
<S>                                            <C>           <C>            <C>           <C>
Net sales ................................     $  78,758     $  73,203      $ 156,135     $ 149,643
Cost of sales ............................        50,560        47,131         97,676        95,251
                                               ---------     ---------      ---------     ---------
      Gross profit .......................        28,198        26,072         58,459        54,392

Operating expenses:
   Selling expenses ......................         7,040         5,743         14,056        11,697
   General and administrative expenses....         7,827         7,399         15,756        14,793
   Provision for doubtful accounts .......         3,906           709          4,373         7,121
   Art and development costs .............         2,090         2,355          4,100         4,571
                                               ---------     ---------      ---------     ---------
      Total operating expenses ...........        20,863        16,206         38,285        38,182
                                               ---------     ---------      ---------     ---------
      Income from operations .............         7,335         9,866         20,174        16,210

Interest expense, net ....................         6,583         6,604         13,173        13,038
Other expense, net .......................             4            43             73            65
                                               ---------     ---------      ---------     ---------
      Income before income taxes and
        minority interests ...............           748         3,219          6,928         3,107

Income tax expense .......................           296         1,315          2,737         1,269
Minority interests .......................             4           (25)            34            (6)
                                               ---------     ---------      ---------     ---------
      Net income .........................     $     448     $   1,929      $   4,157     $   1,844
                                               =========     =========      =========     =========
</TABLE>




















          See accompanying notes to consolidated financial statements.




                                       4
<PAGE>




                              AMSCAN HOLDINGS, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                         Six Months Ended June 30, 2000
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              Unamortized
                                                               Restricted        Notes                  Accumulated
                                                 Additional      Common       Receivable                   Other
                                       Common      Paid-in    Stock Award,       from                  Comprehensive
                                       Stock       Capital         Net       Stockholders    Deficit        Loss         Total
                                      --------   ----------   ------------   ------------   ---------  -------------  ----------
<S>                                  <C>          <C>          <C>            <C>           <C>          <C>          <C>
Balance at December 31, 1999.......  $   --       $    225     $   (405)      $   (664)     $(86,797)    $  (888)     $(88,529)

   Net income .....................                                                            4,157                     4,157
   Net change in cumulative
      translation adjustment.......                                                                       (1,133)       (1,133)
                                                                                                                      --------
         Comprehensive income                                                                                            3,024

   Payments received on notes
      receivable and other.........                      8                         130          (328)                     (190)
   Amortization of restricted
      Common Stock award...........                                  26                                                     26
                                     --------     --------     --------       --------      --------     -------      --------

Balance at June 30, 2000...........  $   --       $    233     $   (379)      $   (534)     $(82,968)    $(2,021)     $(85,669)
                                     ========     ========     ========       ========      ========     =======      ========
</TABLE>



























          See accompanying notes to consolidated financial statements.




                                       5
<PAGE>




                              AMSCAN HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                             Six Months Ended June 30,
                                                                             -------------------------
                                                                                 2000         1999
                                                                               --------     --------
<S>                                                                            <C>          <C>
Cash flows from operating activities:
    Net income ............................................................    $  4,157     $  1,844
    Adjustments to reconcile net income to net cash provided by (used in)
       operating activities:
       Depreciation and amortization ......................................       6,942        6,575
       Amortization of deferred financing costs ...........................         436          435
       Amortization of restricted Common Stock award ......................          26           85
       Provision for doubtful accounts ....................................       4,373        7,121
       Deferred income tax (benefit) expense ..............................        (476)         164
       (Gain) loss on disposal of property and equipment ..................          (1)          72
       Changes in operating assets and liabilities:
           Increase in accounts receivable ................................      (3,584)     (15,252)
           Increase in inventories ........................................      (6,314)      (2,891)
           Decrease (increase) in prepaid expenses and other current assets       1,050         (597)
           Increase in accounts payable, accrued expenses and
             income taxes payable .........................................         324        6,167
       Other, net .........................................................        (806)      (3,893)
                                                                               --------     --------
          Net cash provided by (used in) operating activities .............       6,127         (170)

Cash flows from investing activities:

    Capital expenditures ..................................................      (5,032)      (6,234)
    Proceeds from sale of property and equipment ..........................           3          113
                                                                               --------     --------
          Net cash used in investing activities ...........................      (5,029)      (6,121)

Cash flows from financing activities:

    Proceeds from short-term obligations ..................................       2,712        6,997
    Repayment of loans, notes payable and long-term obligations ...........      (3,051)      (1,286)
    Other .................................................................         117           19
                                                                               --------     --------
          Net cash (used in) provided by financing activities .............        (222)       5,730

Effect of exchange rate changes on cash and cash equivalents ..............        (683)         210
                                                                               --------     --------
          Net increase (decrease) in cash and cash equivalents ............         193         (351)
Cash and cash equivalents at beginning of period ..........................         849        1,117
                                                                               --------     --------
Cash and cash equivalents at end of period ................................    $  1,042     $    766
                                                                               ========     ========

Supplemental Disclosures:
               Interest paid ..............................................    $ 12,735     $ 11,946
                   Income taxes paid, net of refunds ......................    $    866     $    266
</TABLE>


Supplemental information on noncash activities:

     There  were no capital  lease  obligations  incurred  during the six months
ended June 30, 2000.  Capital lease obligations of $651 were incurred during the
six months ended June 30, 1999.

          See accompanying notes to consolidated financial statements.




                                       6
<PAGE>




                              AMSCAN HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

         Amscan  Holdings,  Inc.  ("Amscan  Holdings"  and,  together  with  its
subsidiaries,  "AHI" or the "Company") was  incorporated  on October 3, 1996 for
the  purpose of  becoming  the  holding  company  for Amscan  Inc.  and  certain
affiliated entities.  AHI designs,  manufactures,  contracts for manufacture and
distributes  party and novelty  goods and gifts  principally  in North  America,
South America, Europe, Asia and Australia.

NOTE 2 - BASIS OF PRESENTATION

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  for  interim  financial  information.  Accordingly,  they do not
include all of the information and footnotes  required by accounting  principles
generally  accepted in the United States for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the three and six  months  ended  June 30,  2000 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2000. The results of operations may be affected by seasonal factors
such as the timing of  holidays or  industry  factors  that may be specific to a
particular  period,  such as movement in and the general  level of raw  material
costs.  For further  information,  see the  financial  statements  and footnotes
thereto included in the Amscan Holdings' Annual Report on Form 10-K for the year
ended December 31, 1999.

         In  connection  with  the  preparation  of the  accompanying  unaudited
consolidated financial statements,  the Company has reclassified certain amounts
in prior periods to conform to the current year presentation.

NOTE 3 - INVENTORIES

         Inventories consisted of the following (dollars in thousands):

<TABLE>
<CAPTION>

                                                                           June 30,    December 31,
                                                                             2000          1999
                                                                           --------    ------------
             <S>                                                           <C>           <C>
             Finished goods ........................................       $ 55,149      $ 50,278
             Raw materials .........................................          7,918         6,706
             Work-in-process .......................................          4,393         4,238
                                                                           --------      --------
                                                                             67,460        61,222
             Less: reserve for slow moving and obsolete inventory...         (1,953)       (2,029)
                                                                           --------      --------
                                                                           $ 65,507      $ 59,193
                                                                           ========      ========
</TABLE>


         Inventories are valued at the lower of cost,  determined on a first-in,
first-out basis, or market.




                                       7
<PAGE>




                              AMSCAN HOLDINGS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

NOTE 4 - INCOME TAXES

         The consolidated  income tax expense for the three and six months ended
June 30, 2000 and 1999 was  determined  based upon  estimates  of the  Company's
consolidated  effective  income tax rates for the years ending December 31, 2000
and 1999,  respectively.  The  differences  between the  consolidated  effective
income tax rate and the U.S. Federal  statutory rate are primarily  attributable
to state income taxes and the effects of foreign operations.

NOTE 5 - COMPREHENSIVE (LOSS) INCOME

       Comprehensive  (loss)  income  consisted  of the  following  (dollars  in
thousands):

<TABLE>
<CAPTION>

                                                  Three Months Ended                 Six Months Ended
                                                       June 30,                          June 30,
                                              --------------------------         ------------------------
                                                   2000        1999                    2000        1999
                                                   ----        ----                    ----        ----
          <S>                                   <C>         <C>                     <C>         <C>
          Net income .......................    $   448     $ 1,929                 $ 4,157     $ 1,844
          Net change in cumulative
            translation adjustment .........       (955)         37                  (1,133)         31
                                                 -------     -------                -------     -------
          Comprehensive (loss) income ......    $  (507)    $ 1,966                 $ 3,024     $ 1,875
                                                 =======     =======                =======     =======
</TABLE>

         Accumulated other  comprehensive loss at June 30, 2000 and December 31,
1999 consisted solely of the Company's cumulative translation adjustment.

NOTE 6 - CAPITAL STOCK

         At June 30,  2000 and  December  31,  1999,  the  Company's  authorized
capital stock consisted of 5,000,000 shares of preferred stock, $0.10 par value,
of which no shares were issued or outstanding, and 3,000 shares of common stock,
$0.10 par value,  of which  1,132.54 and  1,132.41  shares,  respectively,  were
issued and outstanding.

NOTE 7 - SEGMENT INFORMATION

Industry Segments

       The Company principally  operates in one operating segment which involves
the design, manufacture,  contract for manufacture and distribution of party and
novelty goods and gifts.

Geographic Segments

       The Company's export sales,  other than those intercompany sales reported
below as  sales  between  geographic  areas,  are not  material.  Sales  between
geographic  areas primarily  consist of sales of finished goods for distribution
in foreign markets.  No single foreign operation is significant to the Company's
consolidated operations.  Sales between geographic areas are made at cost plus a
share of operating profit.




                                       8
<PAGE>




                              AMSCAN HOLDINGS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

       The Company's geographic area data is as follows (dollars in thousands):

<TABLE>
<CAPTION>

                                                Domestic       Foreign     Eliminations   Consolidated
                                                --------       -------     ------------   ------------
<S>                                             <C>           <C>            <C>            <C>
Three Months Ended June 30, 2000
Sales to unaffiliated customers ..........      $  68,635     $  10,123                     $  78,758
Sales between geographic areas ...........          5,242                    $  (5,242)          --
                                                ---------     ---------      ---------      ---------
Net sales ................................      $  73,877     $  10,123      $  (5,242)     $  78,758
                                                =========     =========      =========      =========

Income from operations ...................      $   6,686     $     649                     $   7,335
                                                =========     =========
Interest expense, net ....................                                                      6,583
Other expense, net .......................                                                          4
                                                                                            ---------
Income before income taxes and minority
    interests ............................                                                  $     748
                                                                                            =========

Long-lived assets, net at June 30, 2000 ..      $ 125,672     $   7,027                     $ 132,699
                                                =========     =========                     =========

Three Months Ended June 30, 1999

Sales to unaffiliated customers ..........      $  63,269     $   9,934                     $  73,203
Sales between geographic areas ...........          5,630                    $  (5,630)
                                                ---------     ---------      ---------      ---------
Net sales ................................      $  68,899     $   9,934      $  (5,630)     $  73,203
                                                =========     =========      =========      =========

Income from operations ...................      $  10,096     $    (230)                    $   9,866
                                                =========     =========
Interest expense, net ....................                                                      6,604
Other expense, net .......................                                                         43
                                                                                            ---------
Income before income taxes and minority
    interests ............................                                                  $   3,219
                                                                                            =========

Long-lived assets, net at June 30, 1999 ..      $ 129,250     $   7,822                     $ 137,072
                                                =========     =========                     =========

Six Months Ended June 30, 2000

Sales to unaffiliated customers ..........      $ 135,294     $  20,841                     $ 156,135
Sales between geographic areas ...........          8,726                    $  (8,726)          --
                                                ---------     ---------      ---------      ---------
Net sales ................................      $ 144,020     $  20,841      $  (8,726)     $ 156,135
                                                =========     =========      =========      =========

Income from operations ...................      $  18,456     $   1,718                     $  20,174
                                                =========     =========
Interest expense, net ....................                                                     13,173
Other expense, net .......................                                                         73
                                                                                            ---------
Income before income taxes and minority
    interests ............................                                                  $   6,928
                                                                                            =========
</TABLE>






                                       9
<PAGE>





                              AMSCAN HOLDINGS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         Domestic       Foreign     Eliminations    Consolidated
                                                         --------       -------     ------------    ------------
<S>                                                      <C>           <C>           <C>             <C>
Six Months Ended June 30, 1999
         Sales to unaffiliated customers .......         $ 129,803     $  19,840                     $ 149,643
         Sales between geographic areas ........            10,126           471     $ (10,597)           --
                                                         ---------     ---------     ---------       ---------
         Net sales .............................         $ 139,929     $  20,311     $ (10,597)      $ 149,643
                                                         =========     =========     =========       =========

         Income from operations ................         $  16,135     $      75                     $  16,210
                                                         =========     =========
         Interest expense, net .................                                                        13,038
         Other expense, net ....................                                                            65
                                                                                                     ---------
         Income before income taxes and minority
             interests .........................                                                     $   3,107
                                                                                                     =========
</TABLE>


NOTE 8 - PROVISION FOR DOUBTFUL ACCOUNTS

         During the second quarter of 2000, two of the Company's customers filed
voluntary  petitions for relief under Chapter 11 of the United States Bankruptcy
Code. On a combined basis, these two customers  accounted for approximately 4.0%
and 2.6% of the  Company's  consolidated  net sales for the three and six months
ended June 30, 2000,  respectively,  and at June 30, 2000, the combined accounts
receivable  balances  due to the  Company  from  these  customers  totaled  $3.7
million.  As a result,  the Company  charged $3.4 million to the  provision  for
doubtful  accounts  during the  second  quarter of 2000.  The  Company  does not
believe  the  potential  loss of these  customers  will have a material  adverse
effect on the Company's future results of operations or its financial condition.

         During the first quarter of 1999, the Company's largest customer, Party
City  Corporation  ("Party  City"),  announced  that it would be in  default  of
certain  covenants of its credit facility and, as a result,  the Company charged
$6.0 million to the provision for doubtful  accounts during the first quarter of
1999.  Reflecting Party City's improved financial  condition,  the provision was
reversed during the second half of 1999.  Sales to Party City's corporate stores
accounted for  approximately  12.5% and 10.3% of the Company's  consolidated net
sales for the three and six months ended June 30, 2000,  respectively.  Although
the Company believes its  relationships  with Party City and its franchisees are
good, if they were to  significantly  reduce their volume of purchases  from the
Company,  the Company's  financial  condition and results of operations could be
materially adversely affected.

NOTE 9 - LEGAL PROCEEDINGS

         The Company is a party to certain claims and litigation in the ordinary
course of business.  The Company does not believe any of these  proceedings will
result,  individually or in the aggregate, in a material adverse effect upon its
financial condition or results of operations.




                                       10
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
        OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999

RESULTS OF OPERATIONS
PERCENTAGE OF NET SALES

<TABLE>
<CAPTION>

                                                             Three Months Ended June 30,
                                                                   2000       1999
                                                                   ----       ----
                <S>                                               <C>        <C>
                Net sales ................................        100.0%     100.0%
                Cost of sales ............................         64.2       64.4
                                                                  -----      -----
                     Gross profit ........................         35.8       35.6
                Operating expenses:
                    Selling expenses .....................          8.9        7.8
                    General and administrative expenses             9.9       10.1
                    Provision for doubtful accounts ......          5.0        1.0
                    Art and development costs ............          2.7        3.2
                                                                  -----      -----
                        Total operating expenses .........         26.5       22.1
                                                                  -----      -----
                        Income from operations ...........          9.3       13.5
                Interest expense, net ....................          8.3        9.0
                Other expense, net .......................           --        0.1
                                                                  -----      -----
                         Income before income taxes
                            and minority interests .......          1.0        4.4
                Income tax expense .......................          0.4        1.8
                Minority interests .......................           --         --
                                                                  -----      -----
                         Net income ......................          0.6%       2.6%
                                                                  =====      =====
</TABLE>

         Net sales of $78.8  million  for the  second  quarter of 2000 were $5.6
million  higher than net sales for the second  quarter of 1999.  The increase in
net sales reflects  increased sales of party goods and gift items to independent
party goods and  specialty  stores,  as well as  increased  sales of solid color
tableware and gift items to  superstores,  partially  offset by reduced sales of
party goods to other  distributors.  Increased sales to independent  party goods
and  specialty  stores  are  attributable  to a  realignment  of  the  Company's
independent sales force begun in the first quarter of 1999.

         Gross profit for the second  quarter of 2000 of 35.8% was comparable to
that of the  second  quarter of 1999 as the  incremental  margin  achieved  as a
result of increased  sales was offset by a lower margin  attributable to product
mix.

         Selling  expenses of $7.0  million for the three  months ended June 30,
2000 were $1.3 million higher than those of the corresponding period in 1999 and
increased  to 8.9% of net sales from 7.8% of net sales.  The increase in selling
expenses  reflects  the  continued  development  of a specialty  sales force and
increased marketing initiatives relating to new gift product lines.

         General and  administrative  expenses of $7.8 million increased by $0.4
million for the second quarter of 2000 as compared to the  corresponding  period
in 1999, principally due to depreciation and amortization on new data processing
equipment and increased  expenses  associated with the development of e-commerce
business opportunities. As a percentage of net sales, general and administrative
expenses  were 9.9% for the three months  ended June 30, 2000,  versus 10.1% for
the corresponding period of 1999.

         During the second quarter of 2000, two of the Company's customers filed
voluntary  petitions for relief under Chapter 11 of the United States Bankruptcy
Code. On a combined basis, these two customers  accounted for approximately 4.0%
of the  Company's  consolidated  net sales for the three  months  ended June 30,
2000, and at June


                                       11
<PAGE>


30, 2000,  the  combined  accounts  receivable  balances due to the Company from
these customers  totaled $3.7 million.  As a result of the filings,  the Company
charged $3.4 million to the  provision for doubtful  accounts  during the second
quarter of 2000.  The  Company  does not  believe  the  potential  loss of these
customers will have a material adverse effect on the Company's future results of
operations or its financial condition.

         Art and  development  costs of $2.1  million for the second  quarter of
2000,  decreased by $0.3 million compared to the  corresponding  period in 1999.
The higher art and  development  costs for the second  quarter of 1999  included
certain  start-up costs associated with the development of new product lines. As
a percentage of net sales,  art and  development  costs were 2.7% for the second
quarter of 2000 as compared to 3.2% for the corresponding period of 1999.

         Interest  expense of $6.6  million  for the second  quarter of 2000 was
comparable  to the corresponding  period in 1999, and reflects a higher  average
interest rate on lower average borrowings as compared to 1999.

         Income  taxes for the  second  quarter of 2000 and 1999 were based upon
estimated  consolidated  effective  income tax rates of 39.5% and 40.85% for the
years ending December 31, 2000 and 1999, respectively.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

RESULTS OF OPERATIONS
PERCENTAGE OF NET SALES

<TABLE>
<CAPTION>

                                                              Six Months Ended June 30,
                                                                   2000       1999
                                                                   ----       ----
                <S>                                               <C>        <C>
                Net sales ................................        100.0%     100.0%
                Cost of sales ............................         62.6       63.7
                                                                  -----      -----
                     Gross profit ........................         37.4       36.3
                Operating expenses:
                   Selling expenses ......................          9.0        7.8
                   General and administrative expenses ...         10.1        9.9
                   Provision for doubtful accounts .......          2.8        4.8
                   Art and development costs .............          2.6        3.0
                                                                  -----      -----
                      Total operating expenses ...........         24.5       25.5
                                                                  -----      -----
                      Income from operations .............         12.9       10.8
                Interest expense, net ....................          8.4        8.7
                Other expense, net .......................          --         --
                                                                  -----      -----
                       Income before income taxes
                           and minority interests ........          4.5        2.1
                Income tax expense .......................          1.8        0.9
                Minority interests .......................          --         --
                                                                  -----      -----
                       Net income ........................          2.7%       1.2%
                                                                  =====      =====
</TABLE>

         Net sales of $156.1 million for the six months ended June 30, 2000 were
$6.5 million  higher than net sales for the  corresponding  period in 1999.  The
increase in net sales reflects  increased sales of party goods and gift items to
independent  party goods and  specialty  stores,  as well as increased  sales of
solid color tableware and gift items to superstores, partially offset by reduced
sales of party goods to other distributors. Increased sales to independent party
goods and specialty  stores are  attributable  to a realignment of the Company's
independent sales force begun in the first quarter of 1999.

         Gross  profit for the six months  ended June 30, 2000 was 37.4% and was
1.1% higher than the corresponding period in 1999 principally as a result of the
realization  of the full  benefit  from the  closing of the  Company's  Canadian
warehouse in March 1999.  Additionally,  the  incremental  margin  achieved as a
result of increased  sales was offset by a lower margin  attributable to product
mix.


                                       12
<PAGE>


         Selling  expenses of $14.1  million  for the six months  ended June 30,
2000 were $2.4 million higher than those of the corresponding period in 1999 and
increased  to 9.0% of net sales from 7.8% of net sales.  The increase in selling
expenses  reflects  the  continued  development  of a specialty  sales force and
increased marketing initiatives relating to new gift product lines.

         General and administrative  expenses of $15.8 million increased by $1.0
million for the six months ended June 30, 2000 as compared to the  corresponding
period in 1999  principally  due to  depreciation  and  amortization on new data
processing  equipment and increased expenses  associated with the development of
e-commerce  business  opportunities.  As a percentage of net sales,  general and
administrative  expenses  were  10.1% for the six months  ended  June 30,  2000,
versus 9.9% for the corresponding period of 1999.

         During the second quarter of 2000, two of the Company's customers filed
voluntary  petitions for relief under Chapter 11 of the United States Bankruptcy
Code. On a combined basis, these two customers  accounted for approximately 2.6%
of the Company's  consolidated net sales for the six months ended June 30, 2000,
and at June 30,  2000,  the  combined  accounts  receivable  balances due to the
Company from these customers  totaled $3.7 million.  As a result of the filings,
the Company  charged $3.4 million to the provision for doubtful  accounts during
the second  quarter of 2000.  The Company does not believe the potential loss of
these  customers  will have a material  adverse  effect on the Company's  future
results of operations or its  financial  condition.  During the six months ended
June 30, 1999, the Company's  largest  customer,  Party City,  announced that it
would be in default of  certain  covenants  of its  credit  facility  and,  as a
result,  the Company charged $6.0 million to the provision for doubtful accounts
relating to the accounts receivable due from Party City. Reflecting Party City's
improved financial condition,  the provision was reversed during the second half
of 1999.

         Art and development costs of $4.1 million for the six months ended June
30,  2000,  decreased by $0.5 million  compared to the  corresponding  period in
1999.  The higher art and  development  costs for the six months  ended June 30,
1999 included  certain  start-up costs  associated  with the  development of new
product lines. As a percentage of net sales, art and development costs were 2.6%
for the first quarter of 2000 as compared to 3.0% for the  corresponding  period
of 1999.

         Interest  expense of $13.2  million  for the six months  ended June 30,
2000 increased by $0.1 million as compared to the corresponding  period in 1999,
principally as a result of a higher average  interest rate,  partially offset by
the impact of lower average borrowings.

         Income taxes for the six months ended June 30, 2000 and 1999 were based
upon estimated  consolidated  effective income tax rates of 39.5% and 40.85% for
the years ending December 31, 2000 and 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30,  2000,  the Company had  outstanding  a senior term loan of
$152.0  million (the "Term Loan")  provided  under a bank credit  agreement (the
"Bank Credit  Facilities"),  together with senior  subordinated  notes of $110.0
million (the "Notes") (collectively, the "Financings"). The Term Loan matures in
December 2004 and provides for amortization  (in quarterly  installments) of one
percent of the  principal  amount  thereof per year for the first five years and
32.3% and 62.7% of the principal  amount thereof in the sixth and seventh years,
respectively. The Term Loan bears interest, at the option of the Company, at the
lenders'  customary base rate plus 1.375% per annum or at the lenders' customary
reserve  adjusted  Eurodollar  rate plus 2.375% per annum. At June 30, 2000, the
floating  interest rate on the Term Loan was 9.06%. The Notes bear interest at a
rate of 9 7/8% per annum and mature in December 2007. The Company is required to
make  prepayments  on the Bank Credit  Facilities  under certain  circumstances,
including upon certain asset sales and issuance of debt or equity securities and
based on cash flows,  as defined.  A prepayment of $1.3 million on the Term Loan
was made by the Company  during the first  quarter of 2000 as required  based on
its cash flows.




                                       13
<PAGE>




       In addition  to the Term Loan,  the Bank  Credit  Facilities  provide for
revolving  loan  borrowings  of  up  to  $50  million  (the  "Revolving   Credit
Facility"). The Revolving Credit Facility,  expiring on December 31, 2002, bears
interest,  at the option of the  Company,  at the lenders'  customary  base rate
plus, based on certain terms, either 0.75% or 1.25% per annum or at the lenders'
customary  reserve  adjusted  Eurodollar rate plus 2.25% per annum.  Interest on
balances  outstanding  under  the  Revolving  Credit  Facility  are  subject  to
adjustment in the future based on the Company's  performance.  At June 30, 2000,
the Company had  borrowing  capacity of  approximately  $37.3  million under the
Revolving Credit Facility.

         At June 30, 2000,  the Company had three  interest rate swap  contracts
outstanding with a financial institution and Goldman Sachs Capital Markets, L.P.
covering  $123.5  million of its Term Loan at effective  interest  rates ranging
from 7.18% to 8.80%.

         Based upon the current level of operations and anticipated  growth, the
Company  anticipates  that its  operating  cash flow,  together  with  available
borrowings  under the Revolving  Credit  Facility,  will be adequate to meet its
anticipated  future  requirements for working capital and operating expenses and
to service its debt  requirements  as they become due.  However,  the  Company's
ability to make scheduled payments of principal of, or to pay interest on, or to
refinance its indebtedness and to satisfy its other obligations will depend upon
its future  performance,  which, to a certain extent, will be subject to general
economic, financial, competitive, business and other factors beyond its control.

         The  Financings  and the  Company's  credit  agreements  may affect the
Company's   ability  to  make  future   capital   expenditures   and   potential
acquisitions.  However,  management  believes that current asset levels  provide
adequate  capacity to support its operations for at least the next 12 months. As
of June 30,  2000,  the Company did not have  material  commitments  for capital
expenditures.

CASH FLOW DATA - SIX MONTHS  ENDED JUNE 30, 2000  COMPARED  TO SIX MONTHS  ENDED
JUNE 30, 1999

         During  the six  months  ended  June 30,  2000,  net cash  provided  by
operating  activities  totaled  $6.1  million,  an increase  of $6.3  million as
compared  to the  corresponding  period  in 1999.  Net  cash  flow  provided  by
operating  activities  before changes in other operating  assets and liabilities
for the six months  ended June 30,  2000 and 1999,  was $15.5  million and $16.3
million,  respectively.  Net cash used as a result of changes in other operating
assets and liabilities for the six months ended June 30, 2000 and 1999, was $9.4
million and $16.5 million, respectively.

         Net cash used in investing  activities during the six months ended June
30, 2000 of $5.0 million  decreased by $1.1 million from the same period in 1999
primarily due to the investment in new data processing equipment during 1999.

         During the six months ended June 30,  2000,  net cash used in financing
activities  was $0.2  million and  primarily  consisted  of the  repayment  of a
portion of the Term Loan, including the $1.3 million prepayment noted above, and
repayment of other long-term obligations,  partially offset by the proceeds from
short-term working capital borrowings. During the comparable period in 1999, net
cash provided by financing  activities of $5.7 million principally  consisted of
the proceeds from short-term working capital borrowings, partially offset by the
scheduled  maturity  of the Term  Loan  and the  repayment  of  other  long-term
obligations.

LEGAL PROCEEDINGS

         The Company is a party to certain claims and litigation in the ordinary
course of business.  The Company does not believe any of these  proceedings will
result,  individually or in the aggregate, in a material adverse effect upon its
financial condition or results of operations.




                                       14
<PAGE>





RECENTLY ISSUED ACCOUNTING STANDARDS

         Pronouncements  issued by the Financial  Accounting  Standards Board or
other authoritative  accounting standards groups with future effective dates are
either not  applicable or not  significant  to the  financial  statements of the
Company.

"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         This report includes "forward-looking statements" within the meaning of
various provisions of the Private Securities  Litigation Reform Act of 1995. All
statements,  other than statements of historical facts,  included in this report
that address  activities,  events or  developments  that the Company  expects or
anticipates  will  or may  occur  in the  future,  future  capital  expenditures
(including  the amount and nature  thereof),  business  strategy and measures to
implement strategy,  including any changes to operations,  goals,  expansion and
growth of the Company's  business and  operations,  plans,  references to future
success and other such matters are forward-looking statements.  These statements
are based on certain  assumptions  and analyses  made by the Company in light of
its experience and its perception of historical  trends,  current conditions and
expected  future   developments  as  well  as  other  factors  it  believes  are
appropriate  in the  circumstances.  Actual results may differ  materially  from
those discussed.  Whether actual results and developments  will conform with the
Company's  expectations  and  predictions  is  subject  to a number of risks and
uncertainties,  including,  but not limited to (1) the concentration of sales by
the Company to party goods  superstores  where the  reduction  of purchases by a
small  number of  customers  could  materially  reduce the  Company's  sales and
profitability, (2) the concentration of the Company's credit risk in party goods
superstores,  several of which are privately  held and have expanded  rapidly in
recent years, (3) the failure by the Company to anticipate changes in tastes and
preferences of party goods  retailers and  consumers,  (4)  introduction  of new
product  lines by the  Company,  (5) the  introduction  of new  products  by the
Company's  competitors,  (6) the inability of the Company to increase  prices to
recover fully future increases in raw material prices,  especially  increases in
paper prices,  (7) the loss of key  employees,  (8) changes in general  business
conditions,  (9) other factors which might be described from time to time in the
Company's  filings with the Commission,  and (10) other factors which are beyond
the control of the Company.  Consequently, all of the forward-looking statements
made in this report are qualified by these cautionary statements, and the actual
results or developments  anticipated by the Company may not be realized or, even
if substantially  realized, may not have the expected consequences to or effects
on the Company or its business or operations. Although the Company believes that
it has the  product  offerings  and  resources  needed for  continued  growth in
revenues  and  margins,  future  revenue  and margin  trends  cannot be reliably
predicted. Changes in such trends may cause the Company to adjust its operations
in the future. Because of the foregoing and other factors,  recent trends should
not be considered  reliable indicators of future financial results. In addition,
the highly leveraged nature of the Company may impair its ability to finance its
future  operations and capital needs and its  flexibility to respond to changing
business and economic conditions and business opportunities.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's  earnings are affected by changes in interest  rates as a
result of its  issuance  of variable  rate  indebtedness.  However,  the Company
utilizes interest rate swap agreements to manage the market risk associated with
fluctuations  in interest  rates.  If market  interest  rates for the  Company's
variable rate indebtedness averaged 2% more than the interest rate actually paid
for the three  months  ended  June 30,  2000 and 1999,  the  Company's  interest
expense,  after  considering  the effects of its interest rate swap  agreements,
would have increased,  and income before income taxes would have  decreased,  by
$0.2 million and $0.4 million,  respectively.  If market  interest rates for the
Company's  variable  rate  indebtedness  averaged 2% more than the interest rate
actually  paid for the six months  ended June 30, 2000 and 1999,  the  Company's
interest  expense,  after  considering  the  effects of its  interest  rate swap
agreements,  would have  increased,  and income  before  income taxes would have
decreased,  by $0.4 million and $0.8  million,  respectively.  These amounts are
determined by considering the impact of the  hypothetical  interest rates on the
Company's borrowing cost, short-term investment balances, and interest rate swap
agreements. This analysis




                                       15
<PAGE>




does not consider the effects of the reduced level of overall economic  activity
that could exist in such an  environment.  Further,  in the event of a change of
such  magnitude,  management  would likely take actions to further  mitigate its
exposure to the change.  However, due to the uncertainty of the specific actions
that would be taken and their possible effects, the sensitivity analysis assumes
no changes in the Company's financial structure.

         The Company's  earnings are also affected by  fluctuations in the value
of the U.S. dollar as compared to foreign currencies,  predominately in European
countries, as a result of the sales of its products in foreign markets.  Foreign
currency forward  contracts are used  periodically to hedge against the earnings
effects of such  fluctuations.  A uniform 10%  strengthening in the value of the
dollar  relative to the  currencies  in which the  Company's  foreign  sales are
denominated  would have  resulted in a decrease in gross  profit of $0.3 million
and  $0.2   million  for  the  three  months  ended  June  30,  2000  and  1999,
respectively. A uniform 10% strengthening in the value of the dollar relative to
the currencies in which the Company's  foreign sales are denominated  would have
resulted in a decrease in gross  profit of $0.7 million and $0.5 million for the
six months ended June 30, 2000 and 1999, respectively. These calculations assume
that each exchange rates would change in the same direction relative to the U.S.
dollar.  In addition to the direct effects of changes in exchange  rates,  which
could change the U.S. dollar value of the resulting  sales,  changes in exchange
rates also  affect the volume of sales or the  foreign  currency  sales price as
competitors' products become more or less attractive.  The Company's sensitivity
analysis of the effects of changes in foreign  currency  exchange rates does not
factor in a potential change in sales levels or local currency prices.

                                     Part II

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

          a)   Not applicable.

          b)   Not applicable.

          c)   In April 2000, the Company issued 0.132 shares of Common Stock to
               a former  employee  upon exercise of a stock option for $8,000 in
               cash.  No  underwriting  discounts  or  commissions  were paid in
               connection  with such sale. This share was part of an offering to
               a limited  number of  accredited  investors  and employees of the
               Company.  Such  sale  was  exempt  under  Section  4 (2)  of  the
               Securities Act of 1933.

          d)   Not applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                   Exhibit
                    Number          Description
                    ------          -----------

                      27            Financial Data Schedule

         (b)      Reports on Form 8-K

                  None.




                                       16
<PAGE>





                                    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.

                                                AMSCAN HOLDINGS, INC.


                                                By: /s/ Michael A. Correale
                                                    ---------------------------
                                                    Michael A. Correale
                                                    Controller
                                                    (on behalf of the registrant
Date: August 11, 2000                               and as principal accounting
      ---------------                               officer)



                                       17