February 14, 2005

By Facsimile and U.S. Mail

Alan Singer, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-5000

	Re:	CSS Industries, Inc.
		Schedule TO-I
		Filed February 3, 2005

Dear Mr. Singer:

	We have the following comments on the above-referenced
filing:

Offer to Purchase

1. We note that CSS Industries` common stock has traded at a
premium to the base price offered in this modified Dutch auction tender
offer for most of the past year.  Revise the filing to highlight this
fact to security holders.  Also highlight the risk that security
holders who tender into this offer may receive less than they would have
received in an open market sale, particularly in this offer, where
your officers and directors will tender 1/3 of the shares sought
at the minimum price.

2. We note from page (i) that "the number of shares that
constitutes an odd-lot will be determined by [the company] after the
expiration date, but will not be more than 99 shares." Rule 13e-4(f)(3)(i)
states that you may accept "all securities tendered by persons who
own, beneficially or of record, an aggregate of not more than a
specified number, which is less than one hundred shares . . . ."
We also note from the top of page (ii) that you may or may not make
any odd lot purchases.  Please tell us why you believe it is
appropriate to wait until the offer has concluded to decide:  (1) whether
to accept odd lot purchases and, if so, (2) the number of shares that
constitute an odd-lot.  Please also note the requirements of Item
1004(a)(1)(viii) and (ix) of Regulation M-A, which require you to
disclose the manner in which tenders will be accepted and the
terms of proration.

Conditions of Our Offer, page 13

3. We note that you will not be required to purchase shares in the
offer "if at any time on or after February 3, 2005 and prior to
the time of payment for any shares (whether any shares have
theretofore been accepted for payment, purchased or paid for under our
offer) any of the" conditions occur.  As you know, all conditions of the
offer, other than required governmental approvals, must be satisfied or
waived prior to the expiration of the offer.  Please revise this
section accordingly.  Also, it is unclear how you might have paid
for certain tendered shares, but not all shares.  Please revise the
disclosure in parenthesis to clarify.

4. The bullet points (1)(b), 2(c), 2(d), (7) and (10) condition
the offer on whether the contemplated benefits the company may enjoy
from the offer or the company`s contemplated future conduct are
materially impaired.  Please revise to specify or generally describe the
benefits of the offer to you so that option holders will have the
ability to objectively determine whether the condition has been
triggered.

5. It appears that conditions (1) and (2) are redundant.  Please
revise these conditions so that the events each intends to address
are clear.

6. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions have been satisfied.  With this in mind, revise the following:

* Condition (11), which conditions the offer on whether you have
learned that a group has been formed that intends to acquire or
has acquired your stock.

* The closing paragraph, where you state that actions triggering
the conditions may include actions or inaction by you.

7. We are unable to locate disclosure of any required governmental
approvals for this offer.  Please revise to provide this
disclosure or clarify condition (14).

8. We note from the closing paragraph of this section that "any
determination or judgment by CSS concerning the events described
[in the conditions section] will be final and binding on all parties.
In the absence of any objective criteria, such as a standard of
reasonableness, satisfaction of the offer conditions in the sole
discretion of the bidder is the equivalent of a waiver of the
offer condition.  When a bidder waives a material offer condition, the
offer must remain open for at least five business days from the
date notice of the waiver is provided to security holders.  Please
revise the closing paragraph to include an objective standard for the
determination of whether a condition has been satisfied.

About Forward-Looking Statements, page 22

9. The offer states that CSS "undertake[s] no obligation to
release publicly any revisions to such forward-looking . . . . ."
This disclosure is inconsistent with your obligation under Rules
13e-4(c)(3) and 13e-4(e)(3) to amend the Schedule to reflect a
material change in the information previously disclosed.  Please revise.

Certain United States Federal Income Tax Consequences, page 24

10. Revise this subsection and its title to clarify that you
describe all material federal tax consequences of the transaction.  In this
regard, you should eliminate the statement that the discussion
relates to "certain" tax consequences and is "for general
information only."

Fees and Expenses, page 28

11. Revise to disclose the compensation to be paid to the
information agent and depositary as required by Item 1009(a).

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Please respond to these comments by promptly amending the filing
and submitting a response letter filed via EDGAR under the label
"CORRESP."  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information. If you do not agree with a comment, please tell us why in
your response.  Direct any questions to me at (202) 942-1881.  You may
also contact me by facsimile at (202) 942-9638.

Sincerely,



Abby Adams
Special Counsel
Office of Mergers and Acquisitions