As filed with the Securities and Exchange Commission on February 27, 1997
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            FACTORY CARD OUTLET CORP.
             (Exact name of registrant as specified in its charter)

        Delaware                                           36-3652087
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

                               745 Birginal Drive
                        Bensenville, Illinois 60106-1212
    (Address, including zip code of registrant's principal executive offices)

                            FACTORY CARD OUTLET CORP.
                             1989 STOCK OPTION PLAN
                            (Full title of the Plan)

                          Charles R. Cumello, President
                            Factory Card Outlet Corp.
                               745 Birginal Drive
                        Bensenville, Illinois 60106-1212
                                 (630) 238-0010
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                             Lori J. Braender, Esq.
                          Pitney, Hardin, Kipp & Szuch
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (201) 966-6300
<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
  Title of securities        Amount to be         Proposed maximum        Proposed maximum           Amount of
   to be registered           registered1          offering price        aggregate offering      registration fee2
                                                      per share                price
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S>                         <C>                    <C>                    <C>                   <C>   
Common Stock, $.01                (1)                    (1)                    (1)                   
par value                      1,256,242 shares       $9.00                  $11,306,178            $3,898.68

------------------------ ---------------------- ---------------------- ----------------------- ----------------------

----------------
    1 This registration  statement also covers an indeterminate  amount of interests to be offered or sold pursuant to the
employee benefit plan described herein, as well as an indeterminate number of shares of Common Stock which may be issuable under the
antidilution and other adjustment provisions of such plan pursuant to Rule 416(a) of the Securities Act of 1933.
                                                                                              
    2 Estimated in accordance with Rule 457(h) solely for purposes of calculating the  registration  fee and based upon the average
of the high and low sale prices of the Common Stock on the Nasdaq  National  Market on February  21,  1997,  as reported in the Wall
Street Journal. 

   

</TABLE>
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1   Plan Information

         Not filed with this Registration Statement.

ITEM 2   Registrant Information and Employee Plan Annual Information
        
         Not filed with this Registration Statement.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3    Documents Incorporated By Reference

     The following  documents filed by Factory Card Outlet Corp. (the "Company")
or the Factory  Card Outlet  Corp.  1989 Stock Option Plan (the "Plan") with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

     1.   The Company's  Prospectus,  dated  December 12, 1996 filed pursuant to
          Rule 424(b) under the Securities Act of 1933.

     2.   The  description  of the  Company's  Common  Stock  set  forth  in the
          Company's Registration Statement on Form 8-A filed pursuant to Section
          12 of the Exchange Act of 1934,  and any amendment or report filed for
          the purpose of updating such description.

     In addition,  all  documents  filed by the Company and the Plan pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  hereby are incorporated  herein by reference and shall be deemed a part
hereof from the date of filing of such documents.

ITEM 4   Description of Securities

         Not applicable.

ITEM 5   Interests of Named Experts and Counsel

         Not applicable.

ITEM 6   Indemnification of Directors and Officers
       
         (a)  Limitation of Liability of Directors and Officers.  Section 102 of
         the Delaware  General  Corporation Law permits a corporation to provide
         in its  Certificate of  Incorporation  that a director or officer shall
         not be personally  liable to the  corporation or its  shareholders  for
         breach of any duty owed to the corporation or its shareholders,  except
         that such  provisions  shall not  relieve a director  or  officer  from
         liability  for any breach of duty based upon an action or omission  (a)
         in breach of such  person's duty of loyalty to the  corporation  or its
         shareholders, (b) not in good faith or involving intentional misconduct
         or a knowing  violation of law, (c)  involving  the payment of unlawful
         dividends  or  expenditure  of funds for  unlawful  stock  purchases or
         redemptions, or (d) resulting in receipt by such person of any improper
         personal  benefit.  Article  EIGHTH  of the  Company's  Certificate  of
         Incorporation  includes  limitation  on the  liability  of officers and
         directors to the fullest extent permitted by Delaware law.

         (b) Indemnification of Directors, Officers, Employees and Agents. Under
         Article SEVENTH of its Certificate of  Incorporation,  the Company may,
         to the  fullest  extent  permitted  by law,  indemnify  its  directors,
         officers,  employees  and agents.  Section 145 of the Delaware  General
         Corporation   Law  provides  that  a  corporation   may  indemnify  its
         directors,  officers,  employees and agents against  judgments,  fines,
         penalties,   amounts  paid  in  settlement   and  expenses,   including
         attorneys'  fees,  resulting  from  various  types of legal  actions or
         proceedings  if the  actions of the party  being  indemnified  meet the
         standards  of  conduct  specified  therein.  Determinations  concerning
         whether or not the  applicable  standard of conduct has been met can be
         made by (a) a  disinterested  majority of the Board of  Directors,  (b)
         independent legal counsel,  or (c) an affirmative vote of a majority of
         shares held by the shareholders.  No indemnification is permitted to be
         made to or on behalf of a  corporate  director,  officer,  employee  or
         agent if a judgment or other final adjudication  adverse to such person
         establishes  that his acts or omissions  (a) were in breach of his duty
         of loyalty to the corporation or its shareholders, (b) were not in good
         faith or involved a knowing violation of law or (c) resulted in receipt
         by such person of an improper personal benefit.

         (c)   Insurance. The Company maintains insurance policies insuring  the
         Company's  directors  and  officersagainst  liability for wrongful acts
         omissions  arising  out of  their  positions as directors and officers,
         subject to certain limitations.

ITEM 7   Exemption from Registration Claimed

         Not applicable.

ITEM 8   Exhibits

         23(a)  Consent of KPMG Peat Marwick LLP.

         99     Factory Card Outlet Corp. 1989 Stock Option Plan*

     Undertaking number 2 in Item 9 below is hereby incorporated by reference in
this Item 8. 
---------------  
*  Incorporated  herein by  reference  to Exhibit 10.6.1 to the  Registration 
Statement on Form S-1 of the Company (Reg. No. 333-13827) filed with the
Commission on December 12, 1996.

ITEM 9   Undertakings

     1.   The undersigned registrant hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
          made, a post-effective amendment to this registration statement:

             (i) To include any material information with respect to the Plan of
             distribution not previously disclosed in the Registration Statement
             or any  material  change to such  information  in the  Registration
             Statement;

          (b)  That,  for  purposes  of  determining  any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
          any of the  securities  being  registered  which remain  unsold at the
          termination of the offering.

     2.   The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the registrant's  annual report pursuant to Section 13(a) or
          Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in this  Registration  Statement shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     3.   Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirement  of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Township of  Bensenville,  State of Illinois,  on February ,
1997.

                                             FACTORY CARD OUTLET CORP.

                                   By:  /S/ WILLIAM E. FREEMAN *
                                      ----------------------------------------- 
                                      William E. Freeman, Chairman of the Board

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

   Signature                                                      Title                     Date
<S>                                         <C>                                     <C>                     


           *                                     
-------------------------------------------      Chairman of the Board of Directors   February 26, 1997
William E. Freeman

           *                                           
-------------------------------------------          President and Director           February 26, 1997
Charles Cumello
                                                    Executive Vice President and
           *                                     Treasurer (principal financial and   February 26, 1997
-------------------------------------------            accounting officer)
Glen J. Franchi                                         

           *                                                  
-------------------------------------------                   Director                February 26, 1997
Michael I. Barach

           *                                                
-------------------------------------------                   Director                February 26, 1997                           
Dr. Robert C. Blattberg

           *                                                  
-------------------------------------------                   Director                February 26, 1997   
Bart A. Brown, Jr.

           *                                                  
-------------------------------------------                   Director                February 26, 1997 
Richard A. Doppelt

           *                                                  
-------------------------------------------                   Director                February 26, 1997 
J. Bayard Kelly
           *                                                                        
-------------------------------------------                   Director                February 26, 1997       
James L. Nouss, Jr.                                           

           *                                                                                              
-------------------------------------------                   Director                February 26, 1997                
Stewart M. Kasen                                              

*By Lori J. Braender, Esq., as attorney-in-fact.

</TABLE>

<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the Plan
administrators  have duly caused  this  Registration  Statement  to be signed on
behalf  of the  Plan  by the  undersigned,  thereunto  duly  authorized,  in the
Township of Bensenville, State of Illinois, on February 26, 1997.


                    FACTORY CARD OUTLET CORP.
                    1989 STOCK OPTION PLAN


            By:  /S/ WILLIAM E. FREEMAN   *
                ----------------------------------------------------------
                William E. Freeman, Chairman of the Board of Directors, as
                Plan Administrator



*By Lori J. Braender, Esq., as attorney-in-fact



<PAGE>




                                INDEX TO EXHIBITS


Exhibit 23(a)
      Consent of KPMG Peat Marwick LLP

* Exhibit 99

      Factory Card Outlet Corp. 1989 Stock Option Plan








*  Incorporated  herein by  reference  to  Exhibit  10.6.1  to the  Registration
Statement  on Form  S-1 of the  Company  (Reg.  No.  333-13827)  filed  with the
Commission on December 12, 1996.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 17012}]
{"company-data": {"conformed-name": "FACTORY CARD OUTLET CORP", "cik": "0001024441", "assigned-sic": "5940", "irs-number": "363652087", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22435", "film-number": "97545035"}, "business-address": {"street1": "745 BIRGINAL DRIVE", "city": "BENSENVILLE", "state": "IL", "zip": "60106-1212", "phone": "6302380010"}, "mail-address": {"street1": "745 BIRGINAL DRIVE", "city": "BENSENVILLE", "state": "IL", "zip": "60106"}}
As filed with the Securities and Exchange Commission on February 27, 1997
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            FACTORY CARD OUTLET CORP.
             (Exact name of registrant as specified in its charter)

        Delaware                                           36-3652087
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

                               745 Birginal Drive
                        Bensenville, Illinois 60106-1212
    (Address, including zip code of registrant's principal executive offices)

                            FACTORY CARD OUTLET CORP.
                             1989 STOCK OPTION PLAN
                            (Full title of the Plan)

                          Charles R. Cumello, President
                            Factory Card Outlet Corp.
                               745 Birginal Drive
                        Bensenville, Illinois 60106-1212
                                 (630) 238-0010
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                             Lori J. Braender, Esq.
                          Pitney, Hardin, Kipp & Szuch
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (201) 966-6300
CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
  Title of securities        Amount to be         Proposed maximum        Proposed maximum           Amount of
   to be registered           registered1          offering price        aggregate offering      registration fee2
                                                      per share                price
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock, $.01                (1)                    (1)                    (1)                   
par value                      1,256,242 shares       $9.00                  $11,306,178            $3,898.68

------------------------ ---------------------- ---------------------- ----------------------- ----------------------

----------------
    1 This registration  statement also covers an indeterminate  amount of interests to be offered or sold pursuant to the
employee benefit plan described herein, as well as an indeterminate number of shares of Common Stock which may be issuable under the
antidilution and other adjustment provisions of such plan pursuant to Rule 416(a) of the Securities Act of 1933.
                                                                                              
    2 Estimated in accordance with Rule 457(h) solely for purposes of calculating the  registration  fee and based upon the average
of the high and low sale prices of the Common Stock on the Nasdaq  National  Market on February  21,  1997,  as reported in the Wall
Street Journal.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1   Plan Information

         Not filed with this Registration Statement.

ITEM 2   Registrant Information and Employee Plan Annual Information
        
         Not filed with this Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3    Documents Incorporated By Reference

     The following  documents filed by Factory Card Outlet Corp. (the "Company")
or the Factory  Card Outlet  Corp.  1989 Stock Option Plan (the "Plan") with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

     1.   The Company's  Prospectus,  dated  December 12, 1996 filed pursuant to
          Rule 424(b) under the Securities Act of 1933.

     2.   The  description  of the  Company's  Common  Stock  set  forth  in the
          Company's Registration Statement on Form 8-A filed pursuant to Section
          12 of the Exchange Act of 1934,  and any amendment or report filed for
          the purpose of updating such description.

     In addition,  all  documents  filed by the Company and the Plan pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  hereby are incorporated  herein by reference and shall be deemed a part
hereof from the date of filing of such documents.

ITEM 4   Description of Securities

         Not applicable.

ITEM 5   Interests of Named Experts and Counsel

         Not applicable.

ITEM 6   Indemnification of Directors and Officers
       
         (a)  Limitation of Liability of Directors and Officers.  Section 102 of
         the Delaware  General  Corporation Law permits a corporation to provide
         in its  Certificate of  Incorporation  that a director or officer shall
         not be personally  liable to the  corporation or its  shareholders  for
         breach of any duty owed to the corporation or its shareholders,  except
         that such  provisions  shall not  relieve a director  or  officer  from
         liability  for any breach of duty based upon an action or omission  (a)
         in breach of such  person's duty of loyalty to the  corporation  or its
         shareholders, (b) not in good faith or involving intentional misconduct
         or a knowing  violation of law, (c)  involving  the payment of unlawful
         dividends  or  expenditure  of funds for  unlawful  stock  purchases or
         redemptions, or (d) resulting in receipt by such person of any improper
         personal  benefit.  Article  EIGHTH  of the  Company's  Certificate  of
         Incorporation  includes  limitation  on the  liability  of officers and
         directors to the fullest extent permitted by Delaware law.

         (b) Indemnification of Directors, Officers, Employees and Agents. Under
         Article SEVENTH of its Certificate of  Incorporation,  the Company may,
         to the  fullest  extent  permitted  by law,  indemnify  its  directors,
         officers,  employees  and agents.  Section 145 of the Delaware  General
         Corporation   Law  provides  that  a  corporation   may  indemnify  its
         directors,  officers,  employees and agents against  judgments,  fines,
         penalties,   amounts  paid  in  settlement   and  expenses,   including
         attorneys'  fees,  resulting  from  various  types of legal  actions or
         proceedings  if the  actions of the party  being  indemnified  meet the
         standards  of  conduct  specified  therein.  Determinations  concerning
         whether or not the  applicable  standard of conduct has been met can be
         made by (a) a  disinterested  majority of the Board of  Directors,  (b)
         independent legal counsel,  or (c) an affirmative vote of a majority of
         shares held by the shareholders.  No indemnification is permitted to be
         made to or on behalf of a  corporate  director,  officer,  employee  or
         agent if a judgment or other final adjudication  adverse to such person
         establishes  that his acts or omissions  (a) were in breach of his duty
         of loyalty to the corporation or its shareholders, (b) were not in good
         faith or involved a knowing violation of law or (c) resulted in receipt
         by such person of an improper personal benefit.

         (c)   Insurance. The Company maintains insurance policies insuring  the
         Company's  directors  and  officersagainst  liability for wrongful acts
         omissions  arising  out of  their  positions as directors and officers,
         subject to certain limitations.

ITEM 7   Exemption from Registration Claimed

         Not applicable.

ITEM 8   Exhibits

         23(a)  Consent of KPMG Peat Marwick LLP.

         99     Factory Card Outlet Corp. 1989 Stock Option Plan*

     Undertaking number 2 in Item 9 below is hereby incorporated by reference in
this Item 8. 
---------------  
*  Incorporated  herein by  reference  to Exhibit 10.6.1 to the  Registration 
Statement on Form S-1 of the Company (Reg. No. 333-13827) filed with the
Commission on December 12, 1996.

ITEM 9   Undertakings

     1.   The undersigned registrant hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
          made, a post-effective amendment to this registration statement:

             (i) To include any material information with respect to the Plan of
             distribution not previously disclosed in the Registration Statement
             or any  material  change to such  information  in the  Registration
             Statement;

          (b)  That,  for  purposes  of  determining  any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
          any of the  securities  being  registered  which remain  unsold at the
          termination of the offering.

     2.   The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the registrant's  annual report pursuant to Section 13(a) or
          Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in this  Registration  Statement shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     3.   Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirement  of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Township of  Bensenville,  State of Illinois,  on February ,
1997.

                                             FACTORY CARD OUTLET CORP.

                                   By:  /S/ WILLIAM E. FREEMAN *
                                      ----------------------------------------- 
                                      William E. Freeman, Chairman of the Board

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                                      Title                     Date
*                                     
-------------------------------------------      Chairman of the Board of Directors   February 26, 1997
William E. Freeman

           *                                           
-------------------------------------------          President and Director           February 26, 1997
Charles Cumello
                                                    Executive Vice President and
           *                                     Treasurer (principal financial and   February 26, 1997
-------------------------------------------            accounting officer)
Glen J. Franchi                                         

           *                                                  
-------------------------------------------                   Director                February 26, 1997
Michael I. Barach

           *                                                
-------------------------------------------                   Director                February 26, 1997                           
Dr. Robert C. Blattberg

           *                                                  
-------------------------------------------                   Director                February 26, 1997   
Bart A. Brown, Jr.

           *                                                  
-------------------------------------------                   Director                February 26, 1997 
Richard A. Doppelt

           *                                                  
-------------------------------------------                   Director                February 26, 1997 
J. Bayard Kelly
           *                                                                        
-------------------------------------------                   Director                February 26, 1997       
James L. Nouss, Jr.                                           

           *                                                                                              
-------------------------------------------                   Director                February 26, 1997                
Stewart M. Kasen                                              

*By Lori J. Braender, Esq., as attorney-in-fact.
SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the Plan
administrators  have duly caused  this  Registration  Statement  to be signed on
behalf  of the  Plan  by the  undersigned,  thereunto  duly  authorized,  in the
Township of Bensenville, State of Illinois, on February 26, 1997.

                    FACTORY CARD OUTLET CORP.
                    1989 STOCK OPTION PLAN

            By:  /S/ WILLIAM E. FREEMAN   *
                ----------------------------------------------------------
                William E. Freeman, Chairman of the Board of Directors, as
                Plan Administrator

*By Lori J. Braender, Esq., as attorney-in-fact
INDEX TO EXHIBITS

Exhibit 23(a)
      Consent of KPMG Peat Marwick LLP

* Exhibit 99

      Factory Card Outlet Corp. 1989 Stock Option Plan

*  Incorporated  herein by  reference  to  Exhibit  10.6.1  to the  Registration
Statement  on Form  S-1 of the  Company  (Reg.  No.  333-13827)  filed  with the
Commission on December 12, 1996.