As filed with the Securities and Exchange Commission on February 12, 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 incorporation             (I.R.S. Employer
    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.
                        1996 EMPLOYEE STOCK PURCHASE 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        registered(1)(2)        offering price        aggregate offering      registration fee
                                                      per share               price(3)
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S>                            <C>                    <C>                  <C>                    <C>   
Common Stock,                                                                                     
$.01 par value                 100,000 shares         $9.875               $987,500               $340.52  

------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
--------------

1 This registration  statement also covers an indeterminate  amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
2 This registration  statement also covers an indeterminate  number of shares of
Common Stock which may be issuable under the  anti-dilution and other adjustment
provisions of the plan pursuant to Rule 416(a) of the Securities Act of 1933, as
amended (the "Securities Act").
3 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 10, 1997, as
reported in the Wall Street Journal.
<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.  1996 Employee Stock Purchase 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 officers against liability for wrongful acts or
         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

  5      Opinion of Pitney, Hardin, Kipp & Szuch

  10     Factory Card Outlet Corp. 1996 Employee Stock Purchase Plan.

  23(a)  Consent of KPMG Peat Marwick LLP.

  24     Power of Attorney  

  
         Undertaking  number  2 in  Item  9  below  is  hereby  incorporated  by
         reference in this Item 8.

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 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 7,
1997.

                               FACTORY CARD OUTLET CORP.

                               By:                *
                                   -----------------------------------------   
                                   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         February 7, 1997
-------------------------       Directors
William E. Freeman

                 *             President and Director         February 7, 1997
-------------------------
Charles Cumello
                            Executive Vice President and
                         Treasurer (principal financial and   February 7, 1997
-------------------------        accounting officer)
Glen J. Franchi                 

                 *                    Director                February 7, 1997
-------------------------
Michael I. Barach

                 *                    Director                February 7, 1997
-------------------------
Dr. Robert C. Blattberg

                 *                    Director                February 7, 1997
-------------------------
Bart A. Brown, Jr.

                 *                    Director                February 7, 1997
-------------------------
Richard A. Doppelt

                                      Director                February 7, 1997
-------------------------
J. Bayard Kelly

                 *
-------------------------
James L. Nouss, Jr.                   Director                February 7, 1997

                 *
-------------------------
Stewart M. Kasen                      Director                February 7, 1997

/s/ LORI J. BRAENDER
-------------------------
*By Lori J. Braender, Esq.,
 as attorney-in-fact.


<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 11, 1997.


                                   FACTORY CARD OUTLET CORP.
                                   1996 EMPLOYEE STOCK PURCHASE PLAN


                                   By:  /S/ MATTHEW ELLIS
                                        -----------------
                                        Matthew Ellis
                                        Plan Administrator


                                   By:  /S/ GLEN FRANCHI
                                        -------------------
                                        Glen Franchi
                                        Plan Administrator


<PAGE>

                                INDEX TO EXHIBITS

Exhibit 5      Opinion of Pitney, Hardin, Kipp & Szuch

Exhibit 10     Factory Card Outlet Corp. 1996 Employee Stock Purchase Plan

Exhibit 23(a)  Consent of KPMG Peat Marwick LLP

Exhibit 24     Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15872}]
{"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": "333-21645", "film-number": "97527482"}, "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 12, 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 incorporation             (I.R.S. Employer
    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.
                        1996 EMPLOYEE STOCK PURCHASE 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        registered(1)(2)        offering price        aggregate offering      registration fee
                                                      per share               price(3)
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock,                                                                                     
$.01 par value                 100,000 shares         $9.875               $987,500               $340.52  

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

1 This registration  statement also covers an indeterminate  amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
2 This registration  statement also covers an indeterminate  number of shares of
Common Stock which may be issuable under the  anti-dilution and other adjustment
provisions of the plan pursuant to Rule 416(a) of the Securities Act of 1933, as
amended (the "Securities Act").
3 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 10, 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.  1996 Employee Stock Purchase 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 officers against liability for wrongful acts or
         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

  5      Opinion of Pitney, Hardin, Kipp & Szuch

  10     Factory Card Outlet Corp. 1996 Employee Stock Purchase Plan.

  23(a)  Consent of KPMG Peat Marwick LLP.

  24     Power of Attorney  

  
         Undertaking  number  2 in  Item  9  below  is  hereby  incorporated  by
         reference in this Item 8.

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 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 7,
1997.

                               FACTORY CARD OUTLET CORP.

                               By:                *
                                   -----------------------------------------   
                                   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         February 7, 1997
-------------------------       Directors
William E. Freeman

                 *             President and Director         February 7, 1997
-------------------------
Charles Cumello
                            Executive Vice President and
                         Treasurer (principal financial and   February 7, 1997
-------------------------        accounting officer)
Glen J. Franchi                 

                 *                    Director                February 7, 1997
-------------------------
Michael I. Barach

                 *                    Director                February 7, 1997
-------------------------
Dr. Robert C. Blattberg

                 *                    Director                February 7, 1997
-------------------------
Bart A. Brown, Jr.

                 *                    Director                February 7, 1997
-------------------------
Richard A. Doppelt

                                      Director                February 7, 1997
-------------------------
J. Bayard Kelly

                 *
-------------------------
James L. Nouss, Jr.                   Director                February 7, 1997

                 *
-------------------------
Stewart M. Kasen                      Director                February 7, 1997

/s/ LORI J. BRAENDER
-------------------------
*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 11, 1997.

                                   FACTORY CARD OUTLET CORP.
                                   1996 EMPLOYEE STOCK PURCHASE PLAN

                                   By:  /S/ MATTHEW ELLIS
                                        -----------------
                                        Matthew Ellis
                                        Plan Administrator

                                   By:  /S/ GLEN FRANCHI
                                        -------------------
                                        Glen Franchi
                                        Plan Administrator
INDEX TO EXHIBITS

Exhibit 5      Opinion of Pitney, Hardin, Kipp & Szuch

Exhibit 10     Factory Card Outlet Corp. 1996 Employee Stock Purchase Plan

Exhibit 23(a)  Consent of KPMG Peat Marwick LLP

Exhibit 24     Power of Attorney