CERTIFICATE OF INCORPORATION
                                     OF
                            AMSCAN HOLDINGS, INC.


         FIRST:  The  name of the  corporation  (the  "Corporation")  is  AMSCAN
HOLDINGS, INC.

         SECOND:  The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington,  County of New
Castle. The name of its registered agent at such address is Corporation  Service
Company.

         THIRD:  The nature of the  business  or  purposes  to be  conducted  or
promoted is to engage in any lawful act or activity for which  corporations  may
be organized under the General  Corporation Law of the State of Delaware,  as is
now in effect or as it may  hereafter be amended or  superseded  (the  "Delaware
Law");  and in general,  to possess and exercise  all the powers and  privileges
granted by the Delaware Law or by this  Certificate of  Incorporation,  together
with any powers  incidental  thereto,  so far as such powers and  privileges are
necessary or convenient to the conduct,  promotion or attainment of the business
or purposes of the Corporation.

         FOURTH:  A.  Designation Of Classes.  The  Corporation is authorized to
issue a total of fifty-five million  (55,000,000) shares of stock in two classes
designated  respectively  "Preferred Stock" and "Common Stock." The total number
of shares of Preferred Stock which the Corporation shall have authority to issue
is five million (5,000,000),  par value $0.10 per share, and the total number of
shares of Common Stock which the  Corporation  shall have  authority to issue is
fifty million (50,000,000), par value $0.10 per share.

                  B. Rights And Preferences Of Each Class.  The designations and
the powers,  preferences  and rights,  and the  qualifications,  limitations  or
restrictions of the Preferred Stock and the Common Stock are as follows:

                    1. Preferred  Stock.  The Preferred Stock may be issued from
time to time in one or more classes or series.  Subject to the  limitations  set
forth herein and any  limitations  prescribed  by law, the Board of Directors of
the  Corporation is expressly  authorized  prior to the issuance of any class or
series of the Preferred Stock, to fix and determine by resolution or resolutions
providing  for the issue of any such  class or series of  Preferred  Stock,  the
number of shares included in such class or series and the designation,  relative
powers,   preferences  and  rights,  and  the  qualifications,   limitations  or
restrictions  of  such  class  or  series.  Pursuant  to the  foregoing  general
authority, but not in limitation of the



<PAGE>


powers conferred on the Board of Directors  thereby and by the Delaware Law, the
Board of  Directors is expressly  authorized  to determine  with respect to each
class or series of Preferred Stock the following:

                                                                                
                    (a) the  distinctive  designation of any class or series and
                    the  number of shares  constituting  such  class or  series,
                    which  number  may be  increased  by the Board of  Directors
                    (except as may otherwise be provided in connection  with the
                    creation of such class or series), or decreased by the Board
                    of  Directors  (but not below  the  number of shares of such
                    class or series then outstanding);

                    (b)  the  rate  or  amount  and  times  at  which,  and  the
                    preferences and conditions  under which,  dividends shall be
                    payable on the  shares of such  class or  series,  including
                    whether such dividends shall be cumulative or noncumulative;

                    (c) the  times,  terms and  conditions,  if any,  upon which
                    shares  of  such  class  or  series   shall  be  subject  to
                    redemption,  including  the amount,  terms,  conditions  and
                    manner of operation of any  purchase,  retirement or sinking
                    fund to be provided for the shares of such class or series;

                    (d) the rights and  preferences,  if any,  of the holders of
                    shares  of  such  class  or  series  upon  the  liquidation,
                    dissolution  or  winding up of the  affairs  of, or upon any
                    distribution of the assets of, the Corporation;

                    (e) the terms and conditions, if any, upon which the holders
                    of shares of such class or series may  convert  such  shares
                    into, or exchange such shares for, shares of any other class
                    or classes or of any other series of the same class;

                    (f) the  full  or  limited  voting  rights,  if  any,  to be
                    provided for such class or series, in addition to the voting
                    rights provided by law; and

                    (g) any other  relative  rights,  preferences,  optional  or
                    special rights,  and the  qualifications,  restrictions  and
                    limitations thereof, of shares of such class or series.

                    2.  Common  Stock.  Except  as  otherwise  provided  by  the
Delaware Law, by this Certificate of Incorporation or by any resolution  adopted
by the Board of Directors of the Corporation pursuant to the authority conferred
by Section B.1. of this Article FOURTH, the entire voting power of the shares of
the  Corporation  for the election of directors and for all other  purposes,  as
well as all other  rights  pertaining  to shares  of the  Corporation,  shall be
vested  exclusively  in the Common  Stock.  The holders of Common Stock shall be
entitled to vote on each  matter on which the  stockholders  of the  Corporation
shall be entitled to vote,  and each holder of shares of Common Stock shall have
one vote for each share of Common Stock  registered in such holder's  name.  The
holders  of  Common  Stock  shall be  entitled  to  participate  ratably  in all
dividends payable on the




                                -2-


<PAGE>
Common Stock and,  subject to the rights and preferences of the Preferred Stock,
in all assets of the  Corporation  in the event of any voluntary or  involuntary
liquidation,  dissolution  or winding up of the affairs of the  Corporation,  or
upon any distribution of the assets of the Corporation.

         In accordance with Section 242(b)(2) of the Delaware Law, the number of
authorized  shares of the Common Stock may be  increased  or decreased  (but not
below the number of shares of Common Stock then  outstanding) by the affirmative
vote of the holders of at least a majority of the shares of capital stock of the
Corporation  then entitled to vote,  voting  together as a single class,  and no
separate  vote of the holders of any class or series of stock shall be required,
unless expressly required by this Certificate of Incorporation.

         FIFTH:  The name and  mailing  address of the  incorporator  is Joel S.
Lever, Esq., One North Broadway, White Plains, New York 10601.

         SIXTH:  No action  required to, or which may, be taken at any annual or
special meeting of the stockholders of the  Corporation,  may be taken without a
meeting  of  the  stockholders,  and  the  power  of  the  stockholders  of  the
Corporation  to consent in writing  pursuant to Section 228 of the  Delaware Law
(as said Section may be amended or  superseded  from time to time) or otherwise,
without a meeting, to the taking of any action is expressly denied.

         SEVENTH:  Whenever a compromise or arrangement is proposed  between the
Corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of the  Corporation  or of any  creditor  or  stockholder  thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed  for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order  a  meeting  of  the  creditor  or  class  of  creditors,  and/or  of  the
stockholders or class of stockholders,  of the Corporation,  as the case may be,
to be  summoned  in such a manner as the said court  directs.  If a majority  in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders,  of  the
Corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of the  Corporation as a consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if  sanctioned  by the court to which the said  application  is made, be
binding upon all of the creditors,  and/or on all the  stockholders  or class of
stockholders,  of  the  Corporation,  as  the  case  may  be,  and  also  on the
Corporation.

         EIGHTH:  A. Subject to applicable  law, the business and affairs of the
Corporation  shall be managed by or under the  direction of a Board of Directors
consisting of



                                       3
<PAGE>


such number of directors as may be determined  from time to time  exclusively by
resolution  adopted by the affirmative vote of a majority of the entire Board of
Directors.  At such times as the  number of  directors  comprising  the Board of
Directors is fixed at three or more  directors,  the Board of Directors shall be
divided into three  classes,  as nearly equal in number as the then total number
of members constituting the entire Board of Directors permits,  with the term of
office of one class expiring each year. The Board of Directors  shall  determine
which  directors  shall be included in each class from time to time. The term of
office of those directors included in the first class shall expire at the annual
meeting of stockholders next succeeding the effective date of the filing of this
Certificate of Incorporation (the "Effective Date"); the term of office of those
directors included in the second class shall expire at the second annual meeting
of  stockholders  next  succeeding  the  Effective  Date;  and the term of those
directors  included in the third class shall expire at the third annual  meeting
next  succeeding  the Effective  Date.  Thereafter,  the directors of each class
shall serve for a term of three years and until their respective  successors are
duly  elected  and  qualified,  or until their  earlier  death,  resignation  or
removal.
                                                
                  B. Elections of directors need not be by written ballot unless
the Bylaws of the Corporation so provide.

         NINTH: In furtherance and not in limitation of the powers  conferred by
the  Delaware  Law,  the Board of  Directors  of the  Corporation  is  expressly
authorized  to adopt,  amend or repeal  the  By-Laws of the  Corporation  in any
manner not inconsistent with law or this Certificate of Incorporation; provided,
however,  that in the  event  of any  conflict  between  any  provision  of this
Certificate of Incorporation and any provision of the By-Laws, the provisions of
this Certificate of Incorporation shall govern and such provision of the By-Laws
shall be null and void.

         TENTH: The books and records of the Corporation may be kept, subject to
any  provision  of the  laws of the  State of  Delaware,  outside  the  State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors of the Corporation or in the Bylaws of the Corporation.

         ELEVENTH:  The personal  liability of a director to the  Corporation or
any of its  stockholders  for monetary  damages for breach of fiduciary  duty by
such director as a director shall be limited to the fullest extent  permitted by
the Delaware Law. Neither the amendment nor repeal of this Article ELEVENTH, nor
the adoption of any provision of this Certificate of Incorporation  inconsistent
with this Article  ELEVENTH shall eliminate or reduce the effect of this Article
ELEVENTH  in respect of any matter  occurring,  or any cause of action,  suit or
claim that, but for this Article ELEVENTH,  would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.

         TWELFTH:  The Corporation reserves the right to amend, alter, change or
repeal any  provision  contained in this  Certificate  of  Incorporation  or any
amendment hereof


                                       4
<PAGE>


in the manner now or hereafter  prescribed  by law, and all rights  conferred on
the stockholders and directors are subject to this reservation.

         THE  UNDERSIGNED,  being the sole  incorporator  named  above,  for the
purpose  of forming a  corporation  pursuant  to the  Delaware  Law,  makes this
Certificate of Incorporation,  hereby declaring and certifying that this is such
incorporator's  act  and  deed  and  the  facts  herein  stated  are  true,  and
accordingly, has signed this Certificate of Incorporation this 3 day of October,
1996.


                                        /s/ Joel S. Lever
                                        ----------------------------
                                        Joel S. Lever
                                        Sole Incorporator




                                       5
<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              AMSCAN HOLDINGS, INC.


         Pursuant to Section 242 of the General  Corporation Law of the State of
Delaware,  Amscan Holdings, Inc., a corporation organized and existing under and
by  virtue  of the  General  Corporation  Law  of the  State  of  Delaware  (the
"Corporation"), DOES HEREBY CERTIFY:

               FIRST: That the Board of Directors of the Corporation unanimously
          adopted  resolutions  proposing and declaring  advisable the following
          amendments to the Certificate of Incorporation of the Corporation:

                  RESOLVED,   that  the  Certificate  of  Incorporation  of  the
         Corporation be amended by restating Section 4.1 of Article 4 to read in
         its entirety as follows:

                  Section  4.1 The total  number  of  shares of stock  which the
                  Corporation  is  authorized to issue is 3,000 shares of Common
                  Stock, having a par value of $0.10 per share.

               SECOND:  That the said  amendment  was duly adopted in accordance
          with  Section  242 of the  General  Corporation  Law of the  State  of
          Delaware.

               THIRD:  That the capital of the Corporation  shall not be reduced
          under or by reason of the said amendment and that the number of shares
          of Common Stock of the  Corporation  outstanding as of the date hereof
          shall not be  increased  or  decreased  under or by reason of the said
          amendment.

         IN  WITNESS  WHEREOF,  said  Amscan  Holdings,  Inc.  has  caused  this
certificate to be signed by Michael A. Correale,  its Corporate Secretary,  this
31st day of July, 1998.


                                             AMSCAN HOLDINGS, INC.


                                             By:/s/ Michael A. Correale
                                                --------------------------------
                                                Name:   Michael A. Correale
                                                Title:  Secretary