SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2
to
SCHEDULE TO
(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

CSS Industries, Inc.

(Name of Subject Company (Issuer))

CSS Industries, Inc. (Offeror)

(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, Par Value $.10 Per Share

(Title of Class of Securities)

125906107

(CUSIP Number of Class of Securities)

Michael A. Santivasci, Esquire
CSS Industries, Inc.
1845 Walnut Street
Philadelphia, Pennsylvania 19103
(215) 569-9900

(Name, Address, and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Alan Singer, Esquire
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000

Calculating of Filing Fee
Transaction Valuation*	Amount of Filing Fee
$52,500,000	$6,180

* Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of 1,500,000 shares of common stock, par value $.10 per share, at the maximum tender offer price of $35.00 per share in cash.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$6,180
Form or Registration No.:	Schedule TO-I
Filing Party:	CSS Industries, Inc.
Date Filed:	February 3, 2005

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

             o       third-party tender offer subject to Rule 14d-1.

             þ       issuer tender offer subject to Rule 13e-4.

             o       going-private transaction subject to Rule 13e-3.

             o       amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on February 3, 2005 by CSS Industries, Inc., a Delaware corporation (the “Company”), relating to the tender offer by the Company to purchase up to 1,500,000 shares of its common stock, par value $.10 per share, or such fewer number of shares as are properly tendered and not properly withdrawn. CSS is offering to purchase these shares at a price not greater than $35.00 per share nor less than $30.00 per share, net to the seller in cash, without interest, as specified by stockholders tendering their shares. CSS’ offer is made on the terms and subject to the conditions set forth in the Offer to Purchase, dated February 3, 2005, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer.

     This Amendment No. 2 is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively

     The information in the Offer to Purchase and the Letter of Transmittal is incorporated in this Amendment No. 2 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11. Additional Information.

     Item 11 of the Schedule TO, is hereby amended and supplemented by adding the following:

     On March 7, 2005, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 p.m. New York City time, on Friday, March 4, 2005. A copy of the press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

(a)(5)(C)       Press Release, dated March 7, 2005

2

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

/s/ Michael A. Santivasci

Michael A. Santivasci
Assistant General Counsel and Corporate Secretary

March 7, 2005

3

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated February 3, 2005*
(a)(1)(B)	Letter of Transmittal*
(a)(1)(C)	Notice of Guaranteed Delivery*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated February 3, 2005*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated February 3, 2005*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification on Substitute Form W-9*
(a)(2) - (a)(4)	Not applicable
(a)(5)(A)	Letter to Stockholders from the President and Chief Executive Officer, dated February 3, 2005*
(a)(5)(B)	Press Release dated February 3, 2005*
(a)(5)(C)	Press Release dated March 7, 2005**
(d)(1)	CSS Industries, Inc. 1995 Stock Option Plan for Non-Employee Directors. (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996)*
(d)(2)	CSS Industries, Inc. 2000 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2002)*
(d)(3)	CSS Industries, Inc. 1994 Equity Compensation Plan (as last amended August 7, 2002)(incorporated by reference to Exhibit 10.29 to Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004)*
(d)(4)	CSS Industries, Inc. 2004 Equity Compensation Plan (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No. 333-118008))*

*	Previously filed.
**	Filed herewith.

4

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

 
FOR FURTHER INFORMATION CONTACT:
Clifford E. Pietrafitta
Chief Financial Officer
(215) 569-9900
 

FOR IMMEDIATE RELEASE
March 7, 2005
 

CSS INDUSTRIES, INC. ANNOUNCES
PRELIMINARY RESULTS OF TENDER OFFER

     CSS Industries, Inc. (NYSE: CSS) announced today the preliminary results of its modified Dutch auction tender offer, which expired at 5:00 p.m., New York City time, on March 4, 2005. CSS expects to purchase 1,739,760 shares of its Common Stock at a purchase price of $35.00 per share, or a total of $60,891,600. The 1,739,760 shares expected to be purchased are comprised of the 1,500,000 shares CSS offered to purchase and 239,760 shares to be purchased pursuant to CSS’ right to purchase up to an additional 2 percent of the shares outstanding immediately prior to the commencement of the tender offer. Due to over-subscription, CSS expects the final proration factor for shares tendered at or below $35.00 per share to be approximately 85%. For this purpose, shares tendered at or below $35.00 per share will include shares tendered by those persons who indicated, in their letter of transmittal, that they are willing to accept the price determined in the offer. All shares purchased in the tender offer will receive the same price.

     The price per share and the proration factor are preliminary and subject to verification by American Stock Transfer and Trust Company, the depositary for the tender offer. The actual price per share and the proration factor will be announced promptly following completion of the verification process. After the determination of the actual price per share and the proration factor, the depositary will issue payment for the shares accepted under the tender offer and return all shares not accepted.

     CSS commenced the tender offer on February 3, 2005, when it offered to purchase up to 1,500,000 shares of its Common Stock at a price between $30.00 and $35.00 per share, net to the seller in cash, without interest. As a result of the completion of the tender offer, CSS expects to have 10,344,856 shares issued and outstanding as of the time immediately following payment for the tendered shares. Subject to the rules and regulations of the Securities and Exchange Commission, CSS may, from time to time at management’s discretion, repurchase up to approximately 509,724 additional shares of its common stock on the open market under its previously authorized share buyback program.

     CSS is a consumer products company primarily engaged in the 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, educational products and Easter egg dyes and novelties.