<PAGE>


      As filed with the Securities and Exchange Commission on July 23, 2001
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                             PARTY CITY CORPORATION
             (Exact name of registrant as specified in its charter)


            Delaware                                            22-3033692
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                                 400 Commons Way
                           Rockaway, New Jersey 07866
                                 (973) 983-0888

          (Address, including zip code, and telephone number, including
                   area code, of principal executive offices)

     -----------------------------------------------------------------------
              Party City Corporation Management Stock Purchase Plan

                            (Full title of the plan)
     -----------------------------------------------------------------------


                                Thomas E. Larson
          Senior Vice President, Chief Financial Officer and Secretary
                             Party City Corporation
                                 400 Commons Way
                           Rockaway, New Jersey 07866
                                 (973) 983-0888

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

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

                                    Copy to:
                             Steven J. Gartner, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                             New York, NY 10019-6099

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

<TABLE>
                                    CALCULATION OF REGISTRATION FEE
<CAPTION>
======================== ================ ==================== ==================== ==================
 Title of securities to    Amount to be     Proposed maximum     Proposed maximum       Amount of
     be registered        registered (1)   offering price per   aggregate offering   registration fee
                                                share (2)            price (2)
------------------------ ---------------- -------------------- -------------------- ------------------
<S>                         <C>                 <C>                 <C>                   <C>
Deferred Compensation
Obligations
                            $4,800,000          75% - 80%           $4,800,000            $1,200
======================== ================ ==================== ==================== ==================



<PAGE>


(1)  The Party City Corporation Management Stock Purchase Plan (the "Plan") allows executives of Party
     City Corporation (the "Company") to defer their bonuses into phantom stock units representing
     shares of the Company's Common Stock, $0.01 par value per share (the "Common Stock"). Represents
     Deferred Compensation Obligations of Party City Corporation (the "Company") to pay deferred
     compensation in the future in accordance with the terms of the Plan. In addition, this
     Registration Statement covers an indeterminable number of shares of Common Stock, to be issued at
     indeterminate prices from time to time pursuant to the Plan.

(2)  Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c)
     and (h) of Rule 457 under the Securities Act of 1933 (the "Securities Act").
</TABLE>



<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Party City Corporation, a Delaware corporation (the
"Company"), are incorporated by reference into the Registration Statement:

     (a) The Company's Annual Report on Form 10-K (File No. 000-27826) for the
     fiscal year ended July 1, 2000;

     (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
     September 30, 2000, December 30, 2000 and March 31, 2001;

     (c) The Company's amendments to its Quarterly Reports on Form 10-Q/A
     relating to the quarters ended on March 31, 1999, January 1, 2000 and April
     1, 2000;

     (d) The Company's Current Reports on Form 8-K, filed on September 29, 2000,
     October 10, 2000 and November 29, 2000; and

     (e) The description of the Common Stock, contained in the Company's
     Registration Statement on Form 8-A under the heading "Description of
     Registrant's Securities to be Registered," filed on February 23, 1996
     pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), as updated in the Company's Registration Statement on Form S-1,
     under the heading "Description of Capital Stock," filed on April 11, 1997
     pursuant to the Securities Act.

     In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

Item 4. DESCRIPTION OF SECURITIES

     Inapplicable.



<PAGE>


Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Inapplicable.


Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Pursuant to the provisions of the Delaware General Corporation Law
("Delaware GCL"), the Company has adopted provisions in its Certificate of
Incorporation and Bylaws which require the Company to indemnify its officers and
directors to the fullest extent permitted by law, and eliminate the personal
liability of its directors to the Company or its stockholders for monetary
damages for breach of their duty of due care except (i) for any breach of the
duty of loyalty; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law; (iii) for liability under
Section 174 of the Delaware GCL (relating to certain unlawful dividends, stock
repurchases or stock redemptions); or (iv) for any transaction from which the
director derived any improper personal benefit. In addition, the Company's
Certificate of Incorporation and Bylaws require the Company to indemnify its
directors and officers, permit the Company to insure its directors and officers
and permit the Company to indemnify or insure its employees or agents to the
fullest extent permitted by Delaware law, including those circumstances in which
indemnification would otherwise be discretionary, except that the Company shall
not be obligated to advance expenses or to indemnify any such person (i) with
respect to proceedings, claims or actions initiated or brought voluntarily by
any such person and not by way of defense, (ii) for any amounts paid in
settlement of an action indemnified against by the Company without the prior
written consent of the Company or (iii) in connection with any event in which
the person did not act in good faith and in a manner reasonably believed to be
in or not opposed to the best interest of the Company.


Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable.



<PAGE>


Item 8. EXHIBITS

Exhibit No.                         Description of Exhibits
-----------                         -----------------------

     4             Party City Corporation Management Stock Purchase Plan.

     5             Opinion of Willkie Farr & Gallagher regarding the legality of
                   the securities being registered.

    23.1           Consent of Deloitte & Touche LLP.

    23.2           Consent of Willkie Farr & Gallagher (included in Exhibit 5).

    24             Power of Attorney (reference is made to the signature page).


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 the Registration Statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act;

          (ii) to reflect in the prospectus any facts or events arising after
          the effective date of the Registration Statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

          (iii) 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;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

     (b) That, for the purpose of determining any liability under the Securities
Act, 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.



<PAGE>


     (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, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the 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 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of 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 on the 20th
day of July 2001.


                                       PARTY CITY CORPORATION

                                       By: /s/ Thomas E. Larson
                                           ------------------------------
                                           Thomas E. Larson
                                           Senior Vice President,
                                           Chief Financial Officer and Secretary



<PAGE>


                                POWER OF ATTORNEY

     Each of the undersigned officers and directors of Party City Corporation
hereby severally constitutes and appoints Thomas E. Larson as the
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all pre- or post-effective amendments to this
Registration Statement, any subsequent Registration Statement for the same
offering which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and any and all pre- or post-effective amendments thereto, and
to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact may lawfully do or cause to
be done by virtue hereof.

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


              Name                           Title                     Date
              ----                           -----                     ----

By: /s/ James Shea                 Chief Executive Officer         July 20, 2001
    ----------------------------   (principal executive officer)
       James Shea


By: /s/ Thomas E. Larson           Senior Vice President and       July 20, 2001
    ----------------------------   Chief Financial Officer
      Thomas E. Larson             (principal financial and
                                   accounting officer)


By: /s/ Ralph Dillon               Non-Executive Chairman          July 23, 2001
    ----------------------------   of the Board
      Ralph Dillon


By: /s/ Jack Futterman             Director                        July 23, 2001
    ----------------------------
      Jack Futterman


By: /s/ Howard Levkowitz           Director                        July 19, 2001
    ----------------------------
      Howard Levkowitz


By: /s/ Nancy Pedot                Director                        July 20, 2001
    ----------------------------
      Nancy Pedot


By: /s/ L.R. Jalenak, Jr.          Director                        July 23, 2001
    ----------------------------
      L.R. Jalenak, Jr.



<PAGE>


By: /s/ Michael Gatto              Director                        July 23, 2001
    ----------------------------
      Michael Gatto


By: /s/ Walter J. Salmon           Director                        July 20, 2001
    ----------------------------
      Walter J. Salmon


By: /s/ Michael Tennenbaum         Director                        July 19, 2001
    ----------------------------
      Michael Tennenbaum



<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.                         Description of Exhibit
-----------                         ----------------------

     4             Party City Corporation Management Stock Purchase Plan.

     5             Opinion of Willkie Farr & Gallagher regarding the legality of
                   the securities being registered.

    23.1           Consent of Deloitte & Touche LLP.

    23.2           Consent of Willkie Farr & Gallagher (included in Exhibit 5).

    24             Power of Attorney (reference is made to the signature page).
[{"type": "S-8", "sequence": "1", "filename": "pcc924566b.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16908}]
{"company-data": {"conformed-name": "PARTY CITY CORP", "cik": "0001005972", "assigned-sic": "5940", "irs-number": "223033692", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65632", "film-number": "1686223"}, "business-address": {"street1": "450 COMMONS WAY", "street2": "BLDG C", "city": "ROCKAWAY", "state": "NJ", "zip": "07860", "phone": "9739830888"}, "mail-address": {"street1": "400 COMMONS WAY", "city": "ROCKAWAY", "state": "NJ", "zip": "07866"}}
As filed with the Securities and Exchange Commission on July 23, 2001
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                             PARTY CITY CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                            22-3033692
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                                 400 Commons Way
                           Rockaway, New Jersey 07866
                                 (973) 983-0888

          (Address, including zip code, and telephone number, including
                   area code, of principal executive offices)

     -----------------------------------------------------------------------
              Party City Corporation Management Stock Purchase Plan

                            (Full title of the plan)
     -----------------------------------------------------------------------

                                Thomas E. Larson
          Senior Vice President, Chief Financial Officer and Secretary
                             Party City Corporation
                                 400 Commons Way
                           Rockaway, New Jersey 07866
                                 (973) 983-0888

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

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

                                    Copy to:
                             Steven J. Gartner, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                             New York, NY 10019-6099

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

                                    CALCULATION OF REGISTRATION FEE
======================== ================ ==================== ==================== ==================
 Title of securities to    Amount to be     Proposed maximum     Proposed maximum       Amount of
     be registered        registered (1)   offering price per   aggregate offering   registration fee
                                                share (2)            price (2)
------------------------ ---------------- -------------------- -------------------- ------------------
Deferred Compensation
Obligations
                            $4,800,000          75% - 80%           $4,800,000            $1,200
======================== ================ ==================== ==================== ==================
(1)  The Party City Corporation Management Stock Purchase Plan (the "Plan") allows executives of Party
     City Corporation (the "Company") to defer their bonuses into phantom stock units representing
     shares of the Company's Common Stock, $0.01 par value per share (the "Common Stock"). Represents
     Deferred Compensation Obligations of Party City Corporation (the "Company") to pay deferred
     compensation in the future in accordance with the terms of the Plan. In addition, this
     Registration Statement covers an indeterminable number of shares of Common Stock, to be issued at
     indeterminate prices from time to time pursuant to the Plan.

(2)  Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c)
     and (h) of Rule 457 under the Securities Act of 1933 (the "Securities Act").
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Party City Corporation, a Delaware corporation (the
"Company"), are incorporated by reference into the Registration Statement:

     (a) The Company's Annual Report on Form 10-K (File No. 000-27826) for the
     fiscal year ended July 1, 2000;

     (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
     September 30, 2000, December 30, 2000 and March 31, 2001;

     (c) The Company's amendments to its Quarterly Reports on Form 10-Q/A
     relating to the quarters ended on March 31, 1999, January 1, 2000 and April
     1, 2000;

     (d) The Company's Current Reports on Form 8-K, filed on September 29, 2000,
     October 10, 2000 and November 29, 2000; and

     (e) The description of the Common Stock, contained in the Company's
     Registration Statement on Form 8-A under the heading "Description of
     Registrant's Securities to be Registered," filed on February 23, 1996
     pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), as updated in the Company's Registration Statement on Form S-1,
     under the heading "Description of Capital Stock," filed on April 11, 1997
     pursuant to the Securities Act.

     In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

Item 4. DESCRIPTION OF SECURITIES

     Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Inapplicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Pursuant to the provisions of the Delaware General Corporation Law
("Delaware GCL"), the Company has adopted provisions in its Certificate of
Incorporation and Bylaws which require the Company to indemnify its officers and
directors to the fullest extent permitted by law, and eliminate the personal
liability of its directors to the Company or its stockholders for monetary
damages for breach of their duty of due care except (i) for any breach of the
duty of loyalty; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law; (iii) for liability under
Section 174 of the Delaware GCL (relating to certain unlawful dividends, stock
repurchases or stock redemptions); or (iv) for any transaction from which the
director derived any improper personal benefit. In addition, the Company's
Certificate of Incorporation and Bylaws require the Company to indemnify its
directors and officers, permit the Company to insure its directors and officers
and permit the Company to indemnify or insure its employees or agents to the
fullest extent permitted by Delaware law, including those circumstances in which
indemnification would otherwise be discretionary, except that the Company shall
not be obligated to advance expenses or to indemnify any such person (i) with
respect to proceedings, claims or actions initiated or brought voluntarily by
any such person and not by way of defense, (ii) for any amounts paid in
settlement of an action indemnified against by the Company without the prior
written consent of the Company or (iii) in connection with any event in which
the person did not act in good faith and in a manner reasonably believed to be
in or not opposed to the best interest of the Company.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable.
Item 8. EXHIBITS

Exhibit No.                         Description of Exhibits
-----------                         -----------------------

     4             Party City Corporation Management Stock Purchase Plan.

     5             Opinion of Willkie Farr & Gallagher regarding the legality of
                   the securities being registered.

    23.1           Consent of Deloitte & Touche LLP.

    23.2           Consent of Willkie Farr & Gallagher (included in Exhibit 5).

    24             Power of Attorney (reference is made to the signature page).

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 the Registration Statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act;

          (ii) to reflect in the prospectus any facts or events arising after
          the effective date of the Registration Statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

          (iii) 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;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

     (b) That, for the purpose of determining any liability under the Securities
Act, 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, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the 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 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of 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 on the 20th
day of July 2001.

                                       PARTY CITY CORPORATION

                                       By: /s/ Thomas E. Larson
                                           ------------------------------
                                           Thomas E. Larson
                                           Senior Vice President,
                                           Chief Financial Officer and Secretary
POWER OF ATTORNEY

     Each of the undersigned officers and directors of Party City Corporation
hereby severally constitutes and appoints Thomas E. Larson as the
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all pre- or post-effective amendments to this
Registration Statement, any subsequent Registration Statement for the same
offering which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and any and all pre- or post-effective amendments thereto, and
to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact may lawfully do or cause to
be done by virtue hereof.

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

              Name                           Title                     Date
              ----                           -----                     ----

By: /s/ James Shea                 Chief Executive Officer         July 20, 2001
    ----------------------------   (principal executive officer)
       James Shea

By: /s/ Thomas E. Larson           Senior Vice President and       July 20, 2001
    ----------------------------   Chief Financial Officer
      Thomas E. Larson             (principal financial and
                                   accounting officer)

By: /s/ Ralph Dillon               Non-Executive Chairman          July 23, 2001
    ----------------------------   of the Board
      Ralph Dillon

By: /s/ Jack Futterman             Director                        July 23, 2001
    ----------------------------
      Jack Futterman

By: /s/ Howard Levkowitz           Director                        July 19, 2001
    ----------------------------
      Howard Levkowitz

By: /s/ Nancy Pedot                Director                        July 20, 2001
    ----------------------------
      Nancy Pedot

By: /s/ L.R. Jalenak, Jr.          Director                        July 23, 2001
    ----------------------------
      L.R. Jalenak, Jr.
By: /s/ Michael Gatto              Director                        July 23, 2001
    ----------------------------
      Michael Gatto

By: /s/ Walter J. Salmon           Director                        July 20, 2001
    ----------------------------
      Walter J. Salmon

By: /s/ Michael Tennenbaum         Director                        July 19, 2001
    ----------------------------
      Michael Tennenbaum
INDEX TO EXHIBITS

Exhibit No.                         Description of Exhibit
-----------                         ----------------------

     4             Party City Corporation Management Stock Purchase Plan.

     5             Opinion of Willkie Farr & Gallagher regarding the legality of
                   the securities being registered.

    23.1           Consent of Deloitte & Touche LLP.

    23.2           Consent of Willkie Farr & Gallagher (included in Exhibit 5).

    24             Power of Attorney (reference is made to the signature page).