<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D. C.
                                      20549



                                    FORM 10-Q


For the Quarter Ended                             Commission file number 1-2661
 September 30, 2005
----------------------


                              CSS INDUSTRIES, INC.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its Charter)


          Delaware                                             13-1920657
--------------------------------                        ----------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification number)



 1845 Walnut Street, Philadelphia, PA                          19103
---------------------------------------                      ---------
(Address of principal executive offices)                     Zip Code)


                                 (215) 569-9900
               ---------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                                  /X/ Yes / / No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
                                                                  /X/ Yes / / No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 126-2 of the Exchange Act.)
                                                                  / / Yes /X/ No

As of November 7, 2005, there were 10,547,795 shares of common stock outstanding
which excludes shares which may still be issued upon exercise of stock options.


                                        1

<PAGE>




                      CSS INDUSTRIES, INC. AND SUBSIDIARIES

                                      INDEX



   PART I - FINANCIAL INFORMATION


<TABLE>
<CAPTION>

                                                                                                  PAGE NO.
                                                                                                  --------
<S>                                                                                                 <C>
   Item 1.  Financial Statements (Unaudited)

   Consolidated  Statements of Operations and Comprehensive Income - Three and six
   months ended September 30, 2005 and 2004                                                          3

   Condensed Consolidated Balance Sheets - September 30, 2005 and March 31, 2005
                                                                                                     4

   Consolidated  Statements  of Cash Flows - Six months ended  September  30, 2005
   and 2004                                                                                          5

   Notes to Consolidated Financial Statements                                                       6-13

   Item 2. Management's Discussion and Analysis of Financial Condition
   and Results of Operations                                                                       14-18

   Item 3. Quantitive and Qualitative Disclosures About Market Risk                                  18

   Item 4. Controls and Procedures                                                                   18

   PART II - OTHER INFORMATION

   Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                              19

   Item 4.  Submission of Matters to a Vote of Security Holders                                      19

   Item 6.  Exhibits                                                                                 20

   Signatures                                                                                        21
</TABLE>




                                        2

<PAGE>



                      CSS INDUSTRIES, INC. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                   (Unaudited)



(In thousands, except
 per share data)
<TABLE>
<CAPTION>

                                                                       Three Months Ended                Six Months Ended
                                                                         September 30,                     September 30,
                                                                    -----------------------          -------------------------
                                                                      2005             2004            2005            2004
                                                                      ----             ----            ----            ----

<S>                                                                  <C>            <C>              <C>              <C>
SALES                                                                $164,043       $181,711         $221,537         $231,266
                                                                     --------       --------         --------         --------

COSTS AND EXPENSES
   Cost of sales                                                      125,676        132,553          168,441          168,614
   Selling, general and administrative expenses                        23,050         24,588           43,035           44,763
   Interest expense, net                                                1,057            709            1,499            1,126
   Other income, net                                                     (130)          (457)            (135)            (692)
                                                                     --------       --------         --------         --------

                                                                      149,653        157,393          212,840          213,811
                                                                     --------       --------         --------         --------

INCOME BEFORE INCOME TAXES                                             14,390         24,318            8,697           17,455

INCOME TAX PROVISION                                                    5,151          8,705            3,113            6,249
                                                                     --------       --------         --------         --------

NET INCOME                                                           $  9,239       $ 15,613         $  5,584          $11,206
                                                                     ========       ========         ========          =======

NET INCOME PER COMMON SHARE
    Basic                                                                $.88          $1.31             $.53             $.94
                                                                         ====          =====             ====             ====
    Diluted                                                              $.84          $1.24             $.51             $.89
                                                                         ====          =====             ====             ====

WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic                                                              10,496         11,961           10,455           11,919
                                                                       ======         ======           ======           ======
    Diluted                                                            11,017         12,619           10,966           12,641
                                                                       ======         ======           ======           ======

CASH DIVIDENDS PER SHARE OF COMMON STOCK
                                                                         $.12           $.10             $.24             $.20
                                                                         ====           ====             ====             ====

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

COMPREHENSIVE INCOME
    Net income                                                         $9,239         $15,613         $5,584          $11,206
    Foreign currency translation adjustment                                 3               3              -                5
                                                                       ------         -------         ------          -------
    Comprehensive income                                               $9,242         $15,616         $5,584          $11,211
                                                                       ======         =======         ======          =======
</TABLE>


                 See notes to consolidated financial statements.



                                        3


<PAGE>


                      CSS INDUSTRIES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

(In thousands)
<TABLE>
<CAPTION>

                                                                             September 30,            March 31,
                                                                                 2005                    2005
                                                                              -----------           ---------
         ASSETS
<S>                                                                           <C>                      <C>
CURRENT ASSETS
    Cash and cash equivalents                                                 $    6,937               $  57,333
    Accounts receivable, net                                                     126,723                  37,273
    Inventories                                                                  177,812                 101,867
    Deferred income taxes                                                          8,720                   8,199
    Other current assets                                                          17,301                  13,945
                                                                                --------                --------

        Total current assets                                                     337,493                 218,617
                                                                                --------                --------

PROPERTY, PLANT AND EQUIPMENT, NET                                                72,766                  75,402
                                                                                --------                --------

OTHER ASSETS
    Goodwill                                                                      30,952                  30,952
    Intangible assets, net                                                         4,469                   4,516
    Other                                                                          4,151                   4,419
                                                                                --------                --------

        Total other assets                                                        39,572                  39,887
                                                                                --------                --------

        Total assets                                                            $449,831                $333,906
                                                                                ========                ========

   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Notes payable                                                             $   76,400               $       -
    Current portion of long-term debt                                             10,175                  10,442
    Accrued customer programs                                                     13,401                  13,628
    Other current liabilities                                                     78,190                  42,669
                                                                                --------                --------

        Total current liabilities                                                178,166                  66,739
                                                                                --------                --------

LONG-TERM DEBT, NET OF CURRENT PORTION                                            40,000                  40,000
                                                                                 -------               ---------

LONG-TERM OBLIGATIONS                                                              3,233                   3,607
                                                                                --------                --------

DEFERRED INCOME TAXES                                                              7,260                   7,071
                                                                                --------               ---------

STOCKHOLDERS' EQUITY                                                             221,172                 216,489
                                                                                --------                --------

        Total liabilities and stockholders' equity                              $449,831                $333,906
                                                                                ========                ========

</TABLE>

                 See notes to consolidated financial statements.

                                        4
<PAGE>


                      CSS INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

(In thousands)
<TABLE>
<CAPTION>
                                                                                             Six Months Ended
                                                                                               September 30,
                                                                                         2005                   2004
                                                                                       ---------              ------
<S>                                                                                        <C>                    <C>
 Cash flows from operating activities:
    Net income                                                                         $   5,584               $ 11,206
                                                                                       ---------               --------
    Adjustments to reconcile net income to net cash used for
         operating activities:
         Depreciation and amortization                                                     6,937                  6,888
         Provision for doubtful accounts                                                     339                    177
         Deferred tax (benefit) provision                                                   (332)                   777
         Loss (gain) on sale of assets                                                       174                   (141)
         Compensation expense related to stock options                                       172                    165
         Changes in assets and liabilities:
             Increase in accounts receivable                                             (89,789)              (111,704)
             Increase in inventory                                                       (75,945)               (70,077)
             Increase in other assets                                                     (3,158)                (3,117)
             Increase in other current liabilities                                        36,135                 47,629
                                                                                       ---------              ---------

                Total adjustments                                                       (125,467)              (129,403)
                                                                                       ----------              ---------

             Net cash used for operating activities                                     (119,883)              (118,197)
                                                                                       ----------              ---------

Cash flows from investing activities:
    Purchase of property, plant and equipment                                             (4,664)                (2,610)
    Proceeds from sale of assets                                                             307                    222
                                                                                       ---------               --------

             Net cash used for investing activities                                       (4,357)                (2,388)
                                                                                       ---------               --------

Cash flows from financing activities:
     Payments on long-term obligations                                                      (267)                   (12)
     Borrowings on notes payable                                                         166,435                 69,485
     Repayments on notes payable                                                         (90,035)               (31,605)
     Dividends paid                                                                       (2,516)                (2,386)
     Purchase of treasury stock                                                           (3,235)                (6,571)
     Proceeds from exercise of stock options                                               3,462                  4,618
                                                                                       ---------               --------

             Net cash provided by financing activities                                    73,844                 33,529
                                                                                       ---------               --------

Effect of exchange rate changes on cash                                                        -                      5
                                                                                       ---------               --------
Net decrease in cash and cash equivalents                                                (50,396)               (87,051)

Cash and cash equivalents at beginning of period                                          57,333                 93,191
                                                                                       ---------              ---------
Cash and cash equivalents at end of period                                             $   6,937              $   6,140
                                                                                       =========              =========
</TABLE>

                 See notes to consolidated financial statements.


                                        5
<PAGE>

                      CSS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2005
                                   (Unaudited)

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Basis of Presentation -

     CSS Industries, Inc. (collectively with its subsidiaries, "CSS" or the
     "Company") has prepared the consolidated financial statements included
     herein pursuant to the rules and regulations of the Securities and Exchange
     Commission. The Company has condensed or omitted certain information and
     footnote disclosures normally included in consolidated financial statements
     prepared in accordance with accounting principles generally accepted in the
     United States pursuant to such rules and regulations. In the opinion of
     management, the statements include all adjustments (which include normal
     recurring adjustments) required for a fair presentation of financial
     position, results of operations and cash flows for the interim periods
     presented. These financial statements should be read in conjunction with
     the financial statements and notes thereto included in the latest Annual
     Report on Form 10-K. The results of operations for the interim periods are
     not necessarily indicative of the results for the full year.

     Principles of Consolidation -

     The consolidated financial statements include the accounts of the Company
     and all of its subsidiaries. All significant intercompany transactions and
     accounts have been eliminated in consolidation.

     Nature of Business -

     CSS is a consumer products company primarily engaged in the design,
     manufacture and sale to mass market retailers of seasonal, social
     expression products, including gift wrap, gift bags, boxed greeting cards,
     gift tags, tissue paper, paper and vinyl decorations, classroom exchange
     Valentines, decorative ribbons and bows, Halloween masks, costumes,
     make-ups and novelties, Easter egg dyes and novelties and educational
     products. The seasonal nature of CSS' business has historically resulted in
     lower sales and operating losses in the first and fourth quarters and
     comparatively higher shipment levels and operating profits in the second
     and third quarters of the Company's fiscal year which ends March 31,
     thereby causing significant fluctuations in the quarterly results of
     operations of the Company.

     Foreign Currency Translation and Transactions -

     Translation adjustments are charged or credited to a separate component of
     stockholders' equity. Gains and losses on foreign currency transactions are
     not material and are included in other income, net in the consolidated
     statements of operations.


                                        6

<PAGE>


     Use of Estimates -

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States requires management to
     make estimates and assumptions that affect the reported amounts of assets
     and liabilities and disclosure of contingent assets and liabilities at the
     date of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Judgments and assessments of
     uncertainties are required in applying the Company's accounting policies in
     many areas. Such estimates pertain primarily to the valuation of inventory
     and accounts receivable, the assessment of the recoverability of goodwill
     and other intangible assets, income tax accounting and resolution of
     litigation and other proceedings. Actual results could differ from those
     estimates.

     Inventories -

     The Company records inventory at the date of taking title which generally
     occurs upon receipt or prior to receipt with regard to in-transit inventory
     of overseas product. The Company adjusts unsaleable and slow-moving
     inventory to its net realizable value. Substantially all of the Company's
     inventories are stated at the lower of first-in, first-out (FIFO) cost or
     market. The remaining portion of the inventory is valued at the lower of
     last-in, first-out (LIFO) cost or market. Inventories consisted of the
     following (in thousands):

<TABLE>
<CAPTION>
                                                                September 30,             March 31,
                                                                    2005                    2005
                                                                ------------             ---------
<S>                                                               <C>                    <C>
               Raw material............................           $  35,128              $  27,089
               Work-in-process.........................              26,223                 29,357
               Finished goods..........................             116,461                 45,421
                                                                  ---------             ----------
                                                                  $ 177,812              $ 101,867
                                                                  =========              =========
</TABLE>

     Revenue Recognition -

     The Company recognizes revenue from product sales when the goods are
     shipped and title and risk of loss passes to the customer. Provisions for
     returns, allowances, rebates to customers and other adjustments are
     provided in the same period that the related sales are recorded.

     Stock-Based Compensation -

     The Company applies Accounting Principles Board ("APB") Opinion No. 25,
     "Accounting for Stock Issued to Employees," and related interpretations in
     accounting for its stock option plans. Accordingly, compensation expense is
     generally not recognized for its stock-based compensation plans. Had
     compensation expense for the Company's stock option plans been determined
     based upon the fair value at the grant date for awards under these plans
     consistent with the methodology prescribed under Statement of Financial
     Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
     Compensation," the Company's net income and net income per share would have
     been decreased as follows:



                                        7

<PAGE>


<TABLE>
<CAPTION>


                                                                     Three Months Ended             Six Months Ended
                                                                       September 30,                  September 30,
                                                                    --------------------          -------------------
       (in thousands, except per share data)                        2005           2004            2005       2004
                                                                    ----           ----            ----       ----
<S>                                                                 <C>           <C>             <C>         <C>
       Net income, as reported..................................    $9,239        $15,613         $5,584      $11,206
       Add: Total stock-based employee compensation
            expense included in the determination of net
            income as reported, net of related tax effects.......      172             -             172          165
       Deduct: Total stock-based employee
            compensation expense determined under fair
            value based method for all awards, net of
            related tax effects...................................    (755)          (746)        (1,450)      (1,366)
                                                                    ------        -------         ------      -------
       Pro forma net income.....................................    $8,656        $14,867         $4,306      $10,005
                                                                    ======        =======         ======      =======

       Net income per share:
       Basic - as reported......................................      $.88         $1.31            $.53         $.94
       Basic - pro forma........................................      $.82         $1.24            $.41         $.84

       Diluted - as reported....................................      $.84         $1.24            $.51         $.89
       Diluted - pro forma......................................      $.80         $1.19            $.40         $.80
</TABLE>

     Net Income Per Common Share -

     The following table sets forth the computation of basic and diluted net
     income per common share for the three and six months ended September 30,
     2005 and 2004 (in thousands, except per share data):

<TABLE>
<CAPTION>

                                                                   Three Months Ended            Six Months Ended
                                                                      September 30,                September 30,
                                                                 ----------------------      ------------------------
                                                                    2005           2004         2005            2004
<S>                                                              <C>            <C>          <C>              <C>
      Numerator:
        Net income.............................................  $ 9,239        $15,613      $ 5,584          $11,206
                                                                 =======        =======      =======          =======

      Denominator:
        Weighted average shares outstanding for basic
          income per common share..............................   10,496         11,961       10,455           11,919
        Effect of dilutive stock options.......................      521            658          511              722
                                                                 -------        -------      -------          -------
        Adjusted weighted average shares outstanding
          for diluted income per common share..................   11,017         12,619       10,966           12,641
                                                                 =======        =======      =======          =======

      Basic net income per common share........................     $.88          $1.31         $.53             $.94
      Diluted net income per common share......................     $.84          $1.24         $.51             $.89

</TABLE>

     Statements of Cash Flows -

     For purposes of the consolidated statements of cash flows, the Company
     considers all holdings of highly liquid debt instruments with a purchased
     maturity of less than three months to be cash equivalents.


                                        8

<PAGE>


(2)  DERIVATIVE FINANCIAL INSTRUMENTS:

     The Company enters into foreign currency forward contracts in order to
     reduce the impact of certain foreign currency fluctuations. Firmly
     committed transactions and the related receivables and payables may be
     hedged with foreign currency forward contracts. Gains and losses arising
     from foreign currency forward contracts are recognized in income or expense
     as offsets of gains and losses resulting from the underlying hedged
     transactions. As of September 30, 2005, the notional amount of open foreign
     currency forward contracts was $17,953,000 and the related loss was
     $1,208,000.

(3)  BUSINESS RESTRUCTURING:

     On May 5, 2004, a subsidiary of the Company announced a restructuring of
     its business and established a restructuring reserve related to its
     administrative office located in Minneapolis, Minnesota. This restructuring
     was established in order to gain efficiencies within the business unit and
     was substantially completed by the first quarter of fiscal 2006. As part of
     this restructuring plan, the Company accrued $377,000 for termination costs
     and costs related to the restructuring of the administrative office. In
     fiscal 2005, the Company increased the restructuring reserve related to the
     ratable recognition of retention bonuses for employees providing service
     until their termination date in the amount of $255,000. Payments of
     $343,000 were made for termination costs during fiscal 2005. Additionally,
     during fiscal 2005, there was an increase in the restructuring reserve
     related to unutilized office space in the amount of $177,000 of which
     $161,000 was paid as of March 31, 2005. As of the end of fiscal 2005, the
     Company communicated termination of employment to 33 employees. Payments
     for termination costs of $3,000 and $86,000 were made in the quarter and
     six months ended September 30, 2005, respectively. Payments for facility
     exit costs of $111,000 and $222,000 were made in the quarter and six months
     ended September 30, 2005, respectively. During the second quarter, the
     Company increased the restructuring reserve related primarily to the
     ratable recognition of retention bonuses for employees providing service
     until their termination date in the amount of $34,000. As of September 30,
     2005, the remaining liability of $31,000 was classified as a current
     liability in the accompanying condensed consolidated balance sheet and will
     be paid during the remainder of fiscal 2006.

     Selected information relating to the Minneapolis restructuring reserve
     follows (in thousands):

<TABLE>
<CAPTION>
                                                                                    Contractual
                                                                 Termination       Obligations and
                                                                   Costs         Facility Exit Costs    Total
                                                                 -----------     -------------------   -------

<S>                                                                   <C>               <C>              <C>
         Restructuring reserve as of March 31, 2005...........       $ 83              $ 222            $ 305
         Cash paid - fiscal 2006..............................        (86)              (222)            (308)
         Charges to expense - fiscal 2006.....................         34                  -               34
                                                                      ---                 --              ---
         Restructuring reserve as of September 30, 2005.......       $ 31               $  -            $  31
                                                                     ====               ====            =====
</TABLE>

     On November 1, 2004, a subsidiary of the Company announced the anticipated
     closure of its plant located in Anniston, Alabama. As of the end of fiscal
     2005, the Company communicated termination of employment to 89 employees.
     Manufacturing operations have been moved to other locations of the Company
     and this project was substantially completed by March 2005. As part of this
     restructuring plan, the Company accrued $206,000 for severance costs.
     During the fourth quarter of fiscal 2005, the Company increased the
     restructuring reserve related to medical benefits for employees providing
     service until their termination date in the amount of $23,000.
     Additionally, during the fourth quarter of fiscal 2005, there was an
     increase in the restructuring reserve related to facility exit costs in the
     amount of $734,000 of which $669,000 was paid as of March 31, 2005. In
     addition, in the fourth quarter of fiscal 2005, the Company recorded an
     impairment charge of $367,000 related to the write-down of a building.
     Payments of $121,000 and $284,000, primarily for severance, were made
     during the quarter and six months ended September 30, 2005, respectively.
     As of September 30, 2005, the remaining liability of $10,000 was classified
     as a current liability in the accompanying condensed consolidated balance
     sheet and will be paid during the remainder of fiscal 2006.


                                        9

<PAGE>

     Selected information relating to the Anniston restructuring follows (in
thousands):

<TABLE>
<CAPTION>

                                                                 Termination
                                                                    Costs             Facility Exit Costs       Total
                                                                 ------------         -------------------       -----
<S>                                                                   <C>                     <C>                 <C>
    Restructuring reserve as of March 31, 2005..............        $ 229                   $  65               $ 294
    Cash paid - fiscal 2006   ..............................         (219)                    (65)               (284)
                                                                    -----                   -----               -----
    Restructuring reserve as of September 30, 2005..........        $  10                   $   -               $  10
                                                                    =====                   =====               =====
</TABLE>


(4)  GOODWILL AND INTANGIBLES:

     Effective April 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
     Other Intangible Assets." Upon adoption of SFAS No. 142, amortization of
     goodwill and indefinite-lived intangible assets ceased. The Company
     determined that its tradenames are indefinite-lived assets.

     The Company performs the required annual impairment test of the carrying
     amount of goodwill and indefinite-lived intangible assets in the fourth
     quarter of its fiscal year.

     Included in intangibles assets, net in the accompanying condensed
     consolidated balance sheets are the following acquired intangible assets
     (in thousands):
<TABLE>
<CAPTION>

                                                                       September 30,         March 31,
                                                                           2005                2005
                                                                       ------------         -------

<S>                                                                        <C>                 <C>
             Tradenames.......................................             $4,290              $4,290
             Non-compete and other, net.......................                179                 226
                                                                            -----            --------
                                                                           $4,469              $4,516
                                                                           ======              ======
</TABLE>


     Amortization expense related to intangible assets was $24,000 and $38,000
     for the quarters ended September 30, 2005 and 2004, respectively, and was
     $47,000 and $75,000 for the six months ended September 30, 2005 and 2004,
     respectively. The aggregate estimated amortization expense for intangible
     assets remaining as of September 30, 2005 is as follows (in thousands):

                                Fiscal 2006                       $ 47
                                Fiscal 2007                         94
                                Fiscal 2008                         38
                                Fiscal 2009                          -
                                Fiscal 2010                          -
                                                                  ----
                                Total                             $179
                                                                  ====


(5)  COMMITMENTS AND CONTINGENCIES:

     On May 25, 2005, the Company's Cleo subsidiary filed a complaint in United
     States Court of International Trade appealing the U.S. International Trade
     Commission's ("ITC") final determination that, in part, resulted in the
     imposition of duties on certain tissue paper products imported from China
     on or after September 21, 2004. In the fiscal year ended March 31, 2005,
     the Company recognized an expense of approximately $2,300,000 for these
     duties, reflecting Cleo's estimated liability for duties relating to
     subject tissue paper products that Cleo imported from China during the 2005
     fiscal year, based on the applicable deposit rates established by the U.S.
     Commerce Department.

                                       10

<PAGE>

     The amount of Cleo's actual liability for duties pertaining to the fiscal
     year ended March 31, 2005, which liability is capped at the deposit rates
     in effect with respect to the period of time that the subject products were
     imported by Cleo, will be determined at the time of "liquidation" of the
     applicable entries by the United States Bureau of Customs & Border
     Protection. Liquidation of the applicable entries has been enjoined pending
     the decision of the United States Court of International Trade in Cleo's
     appeal of the ITC's final determination.

     CSS and its subsidiaries are also involved in ordinary, routine legal
     proceedings that are not considered by management to be material. In the
     opinion of Company counsel and management, the ultimate liabilities
     resulting from such lawsuits and claims will not materially affect the
     consolidated financial position of the Company or its results of
     operations.

(6) PENSION AND OTHER POST-RETIREMENT OBLIGATIONS:

     The Company's Cleo subsidiary administers a defined benefit pension plan
     covering substantially all salaried employees of Crystal Creative Products,
     Inc. ("Crystal") at the time of Cleo's acquisition of Crystal in October
     2002. The plan was frozen on November 2, 2002 and terminated September 30,
     2003. After the plan was frozen, benefits were provided to eligible
     employees by participation in an existing defined contribution profit
     sharing and 401(k) plan. In the first quarter of fiscal 2006, the Company
     received the Internal Revenue Service approval letter on termination of the
     plan. The Company is in the process of making payments in accordance with
     the provisions of the plan. During the quarter and six months ended
     September 30, 2005, the Company recorded a charge of $155,000 related to
     the incremental cost of annuities that are expected to be purchased in
     fiscal 2006. The Company's Cleo subsidiary also administers a
     postretirement medical plan covering certain persons who were former
     employees of Crystal at the time of Cleo's acquisition of Crystal. The plan
     was frozen to new participants prior to Crystal's acquisition by the
     Company.

     The components of net pension and other post-retirement benefit cost are as
     follows (in thousands):
<TABLE>
<CAPTION>

                                                                            Six Months Ended September 30,
                                                                    --------------------------------------------
                                                                    2005         2004         2005        2004
                                                                    ----         ----         ----        ----
                                                                      Pension Benefits          Other Benefits
                                                                    -------------------      -------------------
<S>                                                                 <C>           <C>           <C>        <C>
           Interest cost........................................... $ 16          $ 32          $28        $29
           Expected return on plan assets..........................  (16)          (74)           -          -
           Other........                                             155             -            -          -
                                                                    ----          ----         ----       ----
           Benefit cost (credit)................................... $155          $(42)         $28        $29
                                                                    ====          ====         ====       ====


                                                                           Three Months Ended September 30,
                                                                   --------------------------------------------
                                                                    2005           2004        2005       2004
                                                                    ----           ----        ----       ----
                                                                      Pension Benefits          Other Benefits
                                                                    -------------------      ------------------
           Interest cost...........................................$   -          $ 16          $14        $14
           Expected return on plan assets..........................    -           (37)           -          -
           Other........                                             155             -            -          -
                                                                    ----          ----          ---        ---
           Benefit cost (credit)................................... $155          $(21)         $14        $14
                                                                    ====          =====         ===        ===

</TABLE>

                                       11

<PAGE>


(7)  ACCOUNTING PRONOUNCEMENTS:

     In November 2004, the Financial Accounting Standards Board ("FASB") issued
     SFAS No. 151, "Inventory Costs," which amends the guidance in Accounting
     Research Bulletin ("ARB") No. 43, Chapter 4, "Inventory Pricing" to clarify
     the accounting for abnormal amounts of idle facility expense, freight,
     handling costs and spoilage. SFAS No. 151 now requires that these costs be
     expensed as current period charges. In addition, this statement requires
     that the allocation of fixed production overhead to the costs of conversion
     be based on the normal capacity of the production facilities. The
     provisions of this statement are effective for inventory costs incurred
     during fiscal years beginning after June 15, 2005. The Company has not yet
     completed its assessment of the impact of this statement on its financial
     position or results of operations.

     In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment," a
     revision to SFAS 123. SFAS No. 123R supercedes APB Opinion No. 25. SFAS No.
     123R establishes standards for the accounting for transactions in which an
     entity exchanges its equity instruments for goods or services. This
     statement requires that the cost of share-based payment transactions be
     recorded as an expense at their fair value determined by applying a fair
     value measurement method. The Company had expected to adopt this standard
     as required in the second quarter of fiscal 2006 (the quarter ending
     September 2005), however, the Securities and Exchange Commission in April
     2005 issued a rule that allows companies to delay adoption, and as a
     result, the Company expects to adopt this standard in the first quarter of
     fiscal 2007 (the quarter ending June 2006). The statement applies to all
     awards granted after the effective date and to awards modified,
     repurchased, or canceled after that date. As the amount of expense to be
     recognized in future periods will depend on the levels of future grants,
     the effect of adoption of this statement cannot be predicted with
     certainty. However, had the Company adopted this statement in prior
     periods, the effect of adoption on net income and income per share would
     have approximated the amounts shown in the pro forma information included
     in Note 1, Summary of Significant Accounting Policies.

     In December 2004, the FASB issued Staff Position No. 109-2, "Accounting and
     Disclosure Guidance for the Foreign Earnings Repatriation Provision within
     the American Jobs Creation Act of 2004," (FSP No. 109-2). FSP No. 109-2
     provides guidance with respect to recording the potential impact of the
     repatriation provisions of the American Jobs Creation Act of 2004 (the
     "Jobs Act") on income tax expense and deferred tax liability. The Jobs Act
     includes a one year reduced tax rate on repatriation of foreign earnings.
     The Company is currently evaluating the impact of repatriation provisions
     as Treasury guidance is provided. However, the range of reasonably possible
     amounts of unremitted earnings that is being considered for repatriation in
     fiscal year 2006 is between $7,000,000 and $12,000,000 with the respective
     income tax benefit ranging from $300,000 to $900,000. Any repatriation
     would be made in the fourth quarter of fiscal 2006.

     In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
     Corrections." SFAS No. 154 requires retrospective application to prior
     periods' financial statements for voluntary changes in accounting
     principle, unless it is impracticable to determine either the
     period-specific effects or the cumulative effect of the change. This
     statement also requires that retrospective application of a change in
     accounting principle be limited to the direct effects of the change.
     Indirect effects of a change in accounting principle, such as a change in
     non-discretionary profit-sharing payments resulting from an accounting
     change, should be recognized in the period of the accounting change. SFAS
     No. 154 also requires that a change in depreciation, amortization, or
     depletion method for long-lived non-financial assets be accounted for as a
     change in accounting estimate affected by a change in accounting principle.
     This statement is effective for accounting changes and corrections of
     errors made in fiscal years beginning after December 15, 2005. Early
     adoption is permitted for accounting changes and corrections of errors made
     in fiscal years beginning after the date this statement was issued. The
     Company is required to adopt the provision of this statement, as
     applicable, beginning in fiscal 2007.


                                       12

<PAGE>



     In June 2005, the FASB's Emerging Issues Task Force reached a consensus on
     Issue No. 05-6, "Determining the Amortization Period for Leasehold
     Improvements" ("EITF 05-6"). The guidance requires that leasehold
     improvements acquired in a business combination or purchased subsequent to
     the inception of a lease be amortized over the lesser of the useful life of
     the assets or a term that includes renewals that are reasonably assured at
     the date of the business combination or purchase. The guidance is effective
     for periods beginning after June 29, 2005. The adoption of EITF 05-6 had no
     impact on the Company's financial position or results of operations.














                                       13


<PAGE>
                      CSS INDUSTRIES, INC. AND SUBSIDIARIES

            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATIONS


STRATEGIC OVERVIEW

The Company's business is roughly 75% seasonal (Christmas, Valentines, Easter
and Halloween products), with the remainder being everyday product sales.
Seasonal products are sold primarily to mass market retailers and the Company
typically has relatively high market shares in many of these categories. Most of
these markets have shown little or no growth in recent years and there continues
to be significant cost pressure in this area as our competitors source certain
products overseas and our customers increase direct sourcing from overseas
factories. Increasing customer concentration and bargaining power also
contribute to price pressure.

The Company is responding to these pressures in a number of ways. First, we have
increased our investment in product and packaging design and product knowledge
to assure we can continue to provide unique added value to our customers.
Secondly, we substantially expanded an office and showroom in the Far East to
better meet our customers' buying needs and to be able to provide alternatively
sourced products at competitive prices. Lastly, we increased our focus on
efficiency and productivity in our North American production and distribution
facilities to assure our competitiveness domestically.

Our everyday craft product line has high inherent growth potential due to higher
market growth rates. Further, our everyday craft and floral product lines have
high inherent growth potential due to our relatively low current market shares.
We have established project teams to pursue top line sales growth in these and
other areas.

The Company has experienced cost increases in certain key materials. These
increases continue to impact fiscal 2006, and management continues to assess
ways of reducing material costs in the products it sells.

Historically, significant growth at CSS has come through carefully chosen and
executed acquisitions. Management anticipates that it will continue this pursuit
in the future.

LITIGATION

On May 25, 2005, the Company's Cleo subsidiary filed a complaint in United
States Court of International Trade appealing the U.S. International Trade
Commission's ("ITC") final determination that, in part, resulted in the
imposition of duties on certain tissue paper products imported from China on or
after September 21, 2004. (The proceedings that led to the imposition of these
duties are further described in Item 3 of Part I of the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 2005.) In the fiscal year ended
March 31, 2005, the Company recognized an expense of approximately $2,300,000
for these duties, reflecting Cleo's estimated liability for duties relating to
subject tissue paper products that Cleo imported from China during the 2005
fiscal year, based on the applicable deposit rates established by the U.S.
Commerce Department.

The amount of Cleo's actual liability for duties pertaining to the fiscal year
ended March 31, 2005, which liability is capped at the deposit rates in effect
with respect to the period of time that the subject products were imported by
Cleo, will be determined at the time of "liquidation" of the applicable entries
by United States Bureau of Customs & Border Protection. Liquidation of the
applicable entries has been enjoined pending the decision of the United States
Court of International Trade in Cleo's appeal of the ITC's final determination.

CSS and its subsidiaries are also involved in ordinary, routine legal
proceedings that are not considered by management to be material. In the opinion
of Company counsel and management, the ultimate liabilities resulting from such
lawsuits and claims will not materially affect the consolidated financial
position of the Company or its results of operations.

                                       14

<PAGE>

CRITICAL ACCOUNTING POLICIES

The consolidated financial statements are prepared in conformity with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

The significant accounting policies of the Company are described in the notes to
the consolidated financial statements included in the Annual Report on Form
10-K. Judgments and estimates of uncertainties are required in applying the
Company's accounting policies in many areas. Following are some of the areas
requiring significant judgments and estimates: useful lives of plant and
equipment; cash flow and valuation assumptions in performing asset impairment
tests of long-lived assets and goodwill; valuation reserves for inventory and
accounts receivable; income tax accounting and resolution of litigation and
proceedings regarding the duties on tissue products.

RESULTS OF OPERATIONS

Seasonality

The seasonal nature of CSS' business has historically resulted in lower sales
and operating losses in the first and fourth quarters and comparatively higher
shipment levels and operating profits in the second and third quarters of the
Company's fiscal year which ends March 31, thereby causing significant
fluctuations in the quarterly results of operations of the Company.

Six Months Ended September 30, 2005 Compared to Six Months Ended
September 30, 2004

Sales for the six months ended September 30, 2005 decreased 4% to $221,537,000
from $231,266,000 in 2004 primarily due to customer requested shipment dates of
Christmas orders moving from September to October in the current year.

Cost of sales, as a percentage of sales, was 76% in 2005 and 73% in 2004. The
increase in cost of sales is primarily due to increased material and fuel costs
and an unfavorable mix of margins on certain Christmas products, partially
attributable to timing of shipments. These negative factors were partially
offset by improved margins on Halloween and everyday products and specific
project related operating efficiencies.

Selling, general and administrative ("SG&A") expenses, as a percentage of sales,
were 19% in 2005 and 2004. The decrease in SG&A expenses of $1,728,000, or 4%,
over the prior year six months is primarily due to lower compensation costs and
the absence of costs related to the Minneapolis restructuring plan established
in the prior year.

Interest expense, net was $1,499,000 in 2005 and $1,126,000 in 2004. The
increase in interest expense was primarily due to higher borrowing levels as a
result of the repurchase of $60,892,000 of the Company's stock in March 2005
offset by cash flows from operations, and higher interest rates compared to the
prior year.

Income taxes, as a percentage of income before taxes, were 36% in 2005 and 2004.


                                       15

<PAGE>


The net income for the six months ended September 30, 2005 was $5,584,000, or
$.51 per diluted share compared to $11,206,000, or $.89 per diluted share in
2004. The decrease in net income is primarily attributable to the impact of the
timing of lower sales volume and higher material and fuel costs.

Three Months Ended September 30, 2005 Compared to Three Months Ended
September 30, 2004

Sales for the quarter ended September 30, 2005 decreased 10% to $164,043,000
from $181,711,000 in 2004 primarily due to the earlier timing of shipments of
Halloween products in the first quarter and the later timing of Christmas
shipments from the second quarter to the third quarter in the current year.

Cost of sales, as a percentage of sales, was 77% in 2005 and 73% in 2004. The
increase in cost of sales is primarily due to increased material and fuel costs
and an unfavorable mix of product margins compared to the prior year, partially
offset by specific project related operating efficiencies.

Selling, general and administrative ("SG&A") expenses, as a percentage of sales,
were 14% in 2005 and 2004. The decrease in SG&A expenses of $1,538,000, or 6%,
is due primarily to lower compensation costs and the absence of costs related to
the Minneapolis restructuring plan established in the prior year.

Interest expense, net was $1,057,000 in 2005 and $709,000 in 2004. The increase
in interest expense was primarily due to higher borrowing levels as a result of
the repurchase of $60,892,000 of the Company's stock in March 2005 offset by
cash flows from operations, and higher interest rates compared to the prior
year.

Income taxes, as a percentage of income before taxes, were 36% in 2005 and 2004.

The net income for the three months ended September 30, 2005 was $9,239,000, or
$.84 per diluted share compared to $15,613,000, or $1.24 per diluted share in
2004.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2005, the Company had working capital of $159,327,000 and
stockholders' equity of $221,172,000. The increase in accounts receivable from
March 31, 2005 reflects seasonal billings of current year Halloween and
Christmas accounts receivables, net of current year collections. The increase in
inventories and other current liabilities from March 31, 2005 reflects the
normal seasonal inventory build necessary for the fiscal 2006 shipping season.
The increase in stockholders' equity was primarily attributable to the
year-to-date net income and capital contributed upon exercise of employee stock
options, partially offset by treasury share repurchases and payments of cash
dividends.

The Company relies primarily on cash generated from operations and seasonal
borrowings to meet its liquidity requirements. Historically, most revenues are
seasonal with approximately 80% of sales generated in the second and third
quarters. Payment for Christmas related products is usually not received until
after the holiday selling season in accordance with general industry practice.
As a result, short-term borrowing needs increase through December and peak prior
to Christmas. Seasonal borrowings are made under a $50,000,000 revolving credit
facility with five banks and an accounts receivable securitization facility with
an issuer of receivables-backed commercial paper. This facility has a
seasonally-adjusted funding limit of $100,000,000 during peak seasonal periods
and $25,000,000 during off-peak seasonal periods. In addition, the Company has
outstanding $50,000,000 of 4.48% senior notes due ratably in annual installments
over five years beginning in December 2005. These financing facilities are
available to fund the Company's seasonal borrowing needs and to provide the
Company with sources of capital for general corporate purposes, including
acquisitions as permitted under the revolving credit facility. At September 30,
2005, there was $50,000,000 of long-term borrowings outstanding related to the
senior notes and $76,400,000 outstanding under the Company's short-term credit
facilities. Based on its current operating plan, the Company believes its
sources of available capital are adequate to meet its ongoing cash needs for at
least the next 12 months.


                                       16

<PAGE>
As of September 30, 2005, the Company's letter of credit commitments are as
follows (in thousands):
<TABLE>
<CAPTION>

                                            Less than 1         1-3           4-5          After 5
                                               Year            Years         Years           Years            Total
                                            -----------     ---------      ---------       --------          -------
<S>                                           <C>           <C>            <C>             <C>               <C>
  Letters of credit..................        $10,183       $    -         $     -         $    -            $10,183

</TABLE>
The Company has letters of credit that guarantee funding of workers compensation
claims as well as obligations to certain vendors. Except as discussed in the
immediately succeeding paragraph, the Company has no financial guarantees or
other arrangements securing the obligations of any third parties or related
parties other than its subsidiaries.

In January 2005, the Company amended a $3,500,000 standby letter of credit (the
"Standby Letter of Credit") to secure the financial obligations of a Chinese
company to such company's bank. The Company provided the Standby Letter of
Credit for the benefit of the Chinese company in connection with a Company
subsidiary's purchases of imported products from a California-based vendor. The
Standby Letter of Credit will expire by its terms on December 31, 2005. The
amount of the Standby Letter of Credit is included in the aggregate amount of
the Company's letter of credit commitments of less than 1 year specified in the
table above, and has been included in similar tables set forth in the Company's
most recent Forms 10-K and 10-Q. Based upon recent discussions among
representatives of the Company, the vendor and the Chinese company, the Company
anticipates that the Chinese company's obligations to its bank will be paid in
full prior to December 15, 2005, and the Company does not expect any amounts to
be drawn under the Standby Letter of Credit.

In the ordinary course of business, the Company enters into arrangements with
vendors to purchase merchandise in advance of expected delivery. These purchase
orders do not contain any significant termination payments or other penalties if
cancelled.

LABOR RELATIONS

With the exception of the bargaining units at the gift wrap facility in Memphis,
Tennessee and the ribbon manufacturing facility in Hagerstown, Maryland, which
totaled approximately 900 employees as of September 30, 2005, CSS employees are
not represented by labor unions. Because of the seasonal nature of certain of
its businesses, the number of production employees fluctuates during the year.
The collective bargaining agreement with the labor union representing Cleo's
production and maintenance employees at the Cleo gift wrap plant and warehouses
in Memphis, TN remains in effect until December 31, 2007. The collective
bargaining agreement with the labor union representing the Hagerstown-based
employees remains in effect until December 31, 2006.

ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs."
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment," and FSP
No. 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings
Repatriation Provision within the American Jobs Creation Act of 2004." In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections."
In June 2005, the FASB's Emerging Issues Task Force reached a consensus on Issue
No. 05-6, "Determining the Amortization Period for Leasehold Improvements." See
the notes to the consolidated financial statements for information concerning
the Company's implementation and impact of these standards.

FORWARD-LOOKING STATEMENTS

This report includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, including, among others,
statements relating to expected future earnings and financial performance.
Forward-looking statements are based on the beliefs of the Company's management
as well as assumptions made by and information currently available to the
Company's management as to future events and financial performance with respect
to the Company's operations. Forward-looking statements speak only as of the
date made. The Company undertakes no obligation to update any forward-looking
statements to reflect the events or circumstances arising after the date as of
which they were made. Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors,
including without limitation, general market conditions, increased competition,
increased operating costs, including labor-related and energy costs, the impact
to the Company's operations attributable to Hurricanes Katrina and Rita,
currency risks and other risks associated with international markets, risks
associated with financial guarantees or other arrangements securing the
obligations of third parties, risks associated with acquisitions, including
acquisition integration costs, the Company's ability to integrate and derive the
expected benefits from recent acquisitions, the risk that customers may become
insolvent, costs of compliance with governmental regulations and government
investigations, liability associated with non-compliance with governmental
regulations, including regulations pertaining to the environment, Federal and
state employment laws, and import and export controls and customs laws, and
other factors described in the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 2005 and elsewhere in the Company's SEC filings. As
a result of these factors, readers are cautioned not to place undue reliance on
any forward-looking statements included herein or that may be made elsewhere
from time to time by, or on behalf of, the Company.

                                       17

<PAGE>

ITEM 3.  QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to the impact of interest rate changes and manages this
exposure through the use of variable-rate and fixed-rate debt. The Company does
not enter into contracts for trading purposes and does not use leveraged
instruments. The market risks associated with debt obligations and other
significant instruments as of September 30, 2005 has not materially changed from
March 31, 2005 (See Item 7A of the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 2005).

ITEM 4.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures. As of the end of the
     period covered by this report, the Company's management, with the
     participation of the Company's President and Chief Executive Officer and
     Vice President - Finance and Chief Financial Officer, evaluated the
     effectiveness of the Company's disclosure controls and procedures in
     accordance with Rule 13a-15 of the Securities Exchange Act of 1934 (the
     "Exchange Act"). Based upon that evaluation, the President and Chief
     Executive Officer and Vice President - Finance and Chief Financial Officer
     concluded that the Company's disclosure controls and procedures are
     effective in providing reasonable assurance that information required to be
     disclosed by the Company in reports that it files under the Exchange Act is
     recorded, processed, summarized and reported within the time periods
     specified in the Securities and Exchange Commission's rules and procedures.

(b)  Changes in Internal Controls. There was no change in the Company's internal
     control over financial reporting (as defined in Rules 13a-15(f) and
     15d-15(f) as promulgated by the Securities Exchange Commission under the
     Exchange Act) during the second quarter of fiscal year 2006 that has
     materially affected, or is reasonably likely to materially affect, the
     Company's internal control over financial reporting.




                                       18

<PAGE>



                      CSS INDUSTRIES, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchase Program

A total of 21,700 shares were repurchased at an average price of $36.07 in the
second quarter of fiscal 2006. As of September 30, 2005, there remained an
outstanding authorization to repurchase 379,924 shares of outstanding CSS common
stock as represented in the table below.

<TABLE>
<CAPTION>
                                                                                                                 Maximum
                                                                                    Total Number of          Number of Shares
                                             Total Number                         Shares Purchased as        that May Yet Be
                                              of Shares        Average Price        Part of Publicly         Purchased Under
                                             Purchased (1)    Paid per Share     Announced Program (2)        the Program (2)
                                            --------------    --------------     ---------------------      ------------------
<S>                                                  <C>              <C>                  <C>                      <C>
July 1 through July 31, 2005                            -          $    -                     -                   401,624
August 1 through August 31, 2005                   21,700           36.07                21,700                   379,924
September 1 through September 30, 2005                  -               -                     -                   379,924
                                                   ------          ------                ------                   -------
Total Second Quarter                               21,700          $36.07                21,700                   379,924
                                                   ======          ======                ======                   =======
</TABLE>

(1)      All share repurchases were effected in open-market transactions and in
         accordance with the safe harbor provisions of Rule 10b-18 of the
         Exchange Act.

(2)      The Company announced that its Board of Directors had authorized on
         February 18, 1998 the repurchase of up to 1,000,000 shares of the
         Company's common stock (the "Repurchase Program"). Thereafter, the
         Company announced that its Board of Directors had increased the number
         of shares authorized to be repurchased by the Company pursuant to the
         Repurchase Program as follows: November 9, 1998 (500,000 additional
         shares); May 4, 1999 (500,000 additional shares); September 28, 1999
         (500,000 additional shares); September 26, 2000 (500,000 additional
         shares); and February 27, 2003 (400,000 additional shares). As a result
         of the Company's three-for-two stock split distributed on July 10,
         2003, the number of shares authorized for repurchase pursuant to the
         Repurchase Program was automatically increased to 5,100,000 shares. The
         aggregate number of shares repurchased by the Company pursuant to the
         Repurchase Program as of September 30, 2005 was 4,720,076 on a
         split-adjusted basis. An expiration date has not been established for
         the Repurchase Program.

Item 4.  Submission of Matters to a Vote of Security Holders

         The annual meeting of stockholders of the registrant was held on August
         2, 2005. The only matter voted upon at the annual meeting was the
         election of Directors. The following were elected to serve as Directors
         of the registrant until the next annual meeting and until their
         successors shall be elected and qualify:
<TABLE>
<CAPTION>

                                                                              SHARES OF VOTING STOCK
                                                                       ---------------------------------------
                                                                            FOR                      WITHHELD
                                                                       ---------------------------------------

<S>                                                                       <C>                          <C>
                      Scott A. Beaumont                                   9,896,154                    13,903
                      James H. Bromley                                    9,544,705                   365,352
                      David J. M. Erskine                                 9,800,698                   109,359
                      Jack Farber                                         9,800,661                   109,396
                      Leonard E. Grossman                                 9,835,570                    74,487
                      James E. Ksansnak                                   9,735,730                   174,327
                      Rebecca C. Matthias                                 9,757,636                   152,421

</TABLE>

                                       19

<PAGE>



Item 6.  Exhibits

         Exhibit 10.1 Employment  Agreement  dated as of July 11, 2005 between
         CSS Industries,  Inc. and William G. Kiesling.

         Exhibit 31.1 Certification of the Chief Executive Officer of CSS
         Industries, Inc. Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.

         Exhibit 31.2 Certification of the Chief Financial Officer of CSS
         Industries, Inc. Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.

         Exhibit 32.1 Certification of the Chief Executive Officer of CSS
         Industries, Inc. Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.

         Exhibit 32.2 Certification of the Chief Financial Officer of CSS
         Industries, Inc. Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.


                                       20

<PAGE>








                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.






                                             CSS INDUSTRIES, INC.
                                             (Registrant)





Date:   November 9, 2005                     By: /s/David J. M. Erskine
                                                 ------------------------
                                                 David J. M. Erskine
                                                 President and Chief
                                                 Executive Officer



Date:   November 9, 2005                     By: /s/Clifford E. Pietrafitta
                                                 -------------------------------
                                                 Clifford E. Pietrafitta
                                                 Vice President - Finance and
                                                 Chief Financial Officer
                                                 (principal financial and
                                                 accounting officer)



                                       21