8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 8-K


Current Report

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 24, 2008

CSS Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-2661	13-920657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition.

On July 24, 2008, the Company issued a press release announcing its financial results for the quarter ended June 30, 2008.  A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.

 (c)  Exhibits

The following exhibit is being furnished herewith:

Exhibit No.	Description
99.1	Press Release dated July 24, 2008

SIGNATURE

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 hereunto duly authorized.

		CSS Industries, Inc.
		(Registrant)
		By:	/s/ Clifford E. Pietrafitta
			Clifford E. Pietrafitta
			Vice President-Finance and
			Chief Financial Officer
Date:	July 24, 2008

EXHIBIT

Exhibit No.	Description
99.1	Press Release dated July 24, 2008.

EX-99.1

Exhibit 99.1

CSS Industries, Inc. Reports Sales and Operating Results for the Quarter Ended June 30, 2008

PHILADELPHIA--(BUSINESS WIRE)--CSS Industries, Inc. (NYSE:CSS) announced today the results of operations for the first quarter ended June 30, 2008. Sales increased 17% to $54,647,000 from $46,802,000 in 2007. The net loss increased slightly to $4,496,000 compared to a prior year net loss of $4,427,000. The loss per diluted share increased to $(.44) per diluted share from $(.41) per diluted share in the prior year as a result of lower shares outstanding due to stock repurchases over the last six months. The Company’s highly seasonal orientation results in operating losses in the first and fourth quarters of the fiscal year and operating profits in the second and third quarters.

The increase in sales during the fiscal quarter is due to sales of C.R. Gibson, which was acquired on December 3, 2007. Excluding sales from the C.R. Gibson business, sales declined 7%, primarily due to lower sales of tissue paper and gift wrap and the later timing of Halloween shipments compared to the prior year. The increased net loss in the first fiscal quarter was primarily the result of higher interest expense, partially offset by favorable margins and lower selling, general and administrative expenses at certain of our operations. Included in the current year loss per diluted share for the quarter is expense of $.03 per diluted share related to a restructuring program announced in January 2008 to close three Pennsylvania based facilities and $.03 per diluted share related to the impact of recent stock repurchases. C.R. Gibson did not contribute significantly to the Company’s earnings before interest in the first quarter as a large portion of its earnings are projected to occur in the last three quarters of the fiscal year.

“As expected, the economic environment has been a challenge for our businesses. However, our previously announced restructuring program, stock repurchases and the performance of C.R. Gibson are all expected to have a positive impact on the Company’s results this year,” commented Christopher J. Munyan, CSS President and CEO. “Although it is early in the year, we continue to believe that earnings for fiscal 2009 will be in the range of $2.40 to $2.55 per diluted share,” continued Mr. Munyan.

CSS is a consumer products company primarily engaged in the design, manufacture, procurement, distribution and sale of seasonal and all occasion products, principally to mass market retailers. These products include gift wrap, gift bags, gift boxes, boxed greeting cards, gift tags, decorative tissue paper, decorations, classroom exchange Valentines, decorative ribbons and bows, Halloween masks, costumes, make-up and novelties, Easter egg dyes and novelties, craft products, educational products, memory books, stationery, journals, notecards, infant and wedding photo albums and scrapbooks, and other gift items that commemorate life’s celebrations.

This press release 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; expected future benefits from the Company’s restructuring plan involving the closure of its facilities in Elysburg, Pennsylvania and Troy, Pennsylvania; expected future benefits associated with the Company’s stock repurchases; and the expected future benefits from our acquisition of the C.R. Gibson business. 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 and costs relating to the imposition or retrospective application of duties on imported products; currency risks and other risks associated with international markets; risks associated with acquisitions, including acquisition integration costs; risks associated with the restructuring plan to close the Company’s facilities in Elysburg, Pennsylvania and Troy, Pennsylvania, including the risk that the restructuring related savings may be less than and/or costs may exceed the presently expected amounts and the risk that the closures will adversely affect the Company’s ability to fulfill its customers orders on time; risks associated with the Company’s enterprise resource planning systems standardization project, including the risk that the cost of the project will exceed expectations, the risk that the expected benefits of the project will not be realized and the risk that implementation of the project will interfere with and adversely affect the Company’s operations and financial performance; 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 more fully in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2008 and elsewhere in the Company’s filings with the Securities and Exchange Commission. 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.

CSS’ consolidated results of operations for the quarters ended June 30, 2008 and 2007 and consolidated condensed balance sheets as of June 30, 2008, March 31, 2008 and June 30, 2007 follow:

CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED RESULTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
	Three Months Ended June 30,
		2008			2007
SALES	$	54,647		$	46,802
COSTS AND EXPENSES
Cost of sales		37,713			33,519
Selling, general and administrative expenses		23,550			20,683
Interest expense (income), net		284			(374	)
Other income, net		(66	)		(242	)
		61,481			53,586
LOSS BEFORE INCOME TAXES		(6,834	)		(6,784	)
INCOME TAX BENEFIT		(2,338	)		(2,357	)
NET LOSS	$	(4,496	)	$	(4,427	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(.44	)	$	(.41	)
WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING		10,255			10,882

CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
	June 30, 2008		March 31, 2008		June 30, 2007
	(Unaudited)		(Audited)		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	7,213	$	28,109	$	53,303
Accounts receivable, net		43,700		39,144		37,891
Inventories		143,387		105,532		125,012
Deferred income taxes		6,519		7,276		7,973
Assets held for sale		3,461		3,590		2,564
Other current assets		15,003		16,242		15,466
Total current assets		219,283		199,893		242,209
PROPERTY, PLANT AND EQUIPMENT, NET		51,695		50,632		56,759
OTHER ASSETS
Goodwill		48,361		48,361		30,952
Intangible assets, net		42,401		42,454		4,313
Other		3,128		3,701		3,678
Total other assets		93,890		94,516		38,943
Total assets	$	364,868	$	345,041	$	337,911
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Notes payable	$	29,700	$	-	$	-
Current portion of long-term debt		10,249		10,246		10,207
Accrued customer programs		7,762		9,438		7,929
Other current liabilities		44,815		44,209		34,234
Total current liabilities		92,526		63,893		52,370
LONG-TERM DEBT, NET OF CURRENT PORTION		10,129		10,192		20,330
LONG-TERM OBLIGATIONS		6,235		6,121		6,146
DEFERRED INCOME TAXES		2,108		2,482		1,238
STOCKHOLDERS’ EQUITY		253,870		262,353		257,827
Total liabilities and stockholders’ equity	$	364,868	$	345,041	$	337,911

CONTACT:
CSS Industries, Inc.
Clifford E. Pietrafitta, Chief Financial Officer
215-569-9900