SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* AMSCAN HOLDINGS INC (Last) (First) (Middle) 80 GRASSLANDS ROAD (Street) ELMSFORD NY 10523 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PARTY CITY CORP [ PCTY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/23/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/23/2005		J		19,818,206(1)(2)	A	$17.5(1)(2)	19,818,206(1)(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* AMSCAN HOLDINGS INC (Last) (First) (Middle) 80 GRASSLANDS ROAD (Street) ELMSFORD NY 10523 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERKSHIRE FUND V L P (Last) (First) (Middle) ONE BOSTON PLACE SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERKSHIRE FUND VI LTD PARTNERSHIP (Last) (First) (Middle) ONE BOSTON PLACE SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERKSHIRE INVESTORS LLC (Last) (First) (Middle) ONE BOSTON PLACE SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AAH Holdings CORP (Last) (First) (Middle) 80 GRASSLANDS ROAD (Street) ELMSFORD NY 10523 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Amscan Holdings, Inc., together with AAH Holdings Corporation, Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Invesors LLC (each a "Reporting Person" and collectively the "Reporting Persons") are filing this statement as a result of the acquisition of all of the outstanding common stock of the Issuer by Amscan Holdings, Inc. on December 23, 3005, pursuant to an Agreement and Plan of Merger, by and among Amscan Holdings, Inc., BWP Acquisition, Inc. and Party City Corporation, dated as of September 26, 2006, AAH Holdings Corporation owns all of the outstanding capital stock of Amscan Holdings, Inc., and Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Investors LLC collectively own a majority of the outstanding capital stock of AAH Holdings Corporation (as amended, the "Merger Agreement").

2. By virtue of their direct and indirect ownership of Amscan Holdings, Inc., AAH Holdings Corporation, Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Investors LLC may be deemed to have beneficial ownership of the outstanding equity securities of the Issuer. BWP Acquisition, Inc. was merged with and into the Issuer (the "Merger") on December 23, 2005, pursuant to the terms of the Merger Agreement. At the effective time of the Merger, all 19,818,206 outstanding shares of common stock of the Issuer were cancelled, extinguished and converted into the right to receive $17.50 per share in cash, without interest, and each share of common stock of BWP Acquisition, Inc. (all of which were owned by Amscan Holdings, Inc. prior to the Merger) was converted and exchanged for one newly issued, fully paid and nonassessable share of common stock of the surviving corporation, Party City Corporation. Also, in connection with the Merger, outstanding options to purchase common stock of the Issuer were cancelled in exchange for the spread between $17.50 per share and the exercise price of such options. The Issuer is no longer registered pursuant to Section 12 as a result of the transaction with Amscan Holdings, Inc. and the Reporting Persons are no longer required to file reports under Section 16 with respect to the Issuer.

	/s/ Robert J. Small, Chairman of the Board, Amscan Holdings, Inc.	12/28/2005
	** Signature of Reporting Person	Date
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