SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ERSKINE DAVID J M

(Last)

(First)

(Middle)

C/O CSS INDUSTRIES, INC.

1845 WALNUT STREET, SUITE 800

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CSS INDUSTRIES INC [ CSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/17/2003

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ($.10 par value)	07/17/2003		M		1,500⁽¹⁾⁽²⁾	A	$18⁽²⁾	27,750⁽¹⁾	D
Common Stock ($.10 par value)								8,250⁽¹⁾⁽³⁾⁽⁴⁾	I	see footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call (Stock) Option	$18⁽⁵⁾	07/17/2003		M			1,500⁽⁵⁾⁽⁵⁾	06/01/2000⁽⁶⁾	06/01/2009	Common Stock	1,500⁽⁵⁾	$0	223,500⁽⁵⁾	D

Explanation of Responses:

1. (1) Reflects three-for-two stock split paid July 10, 2003.

2. (2) Reflects acquisition of 1500 shares at $18.00 per share through exercise of a stock option. In the reporting person's Form 4 filing of July 17, 2003, the price was incorrectly reported as "0". This amendment corrects Table 1 to reflect that the price was $18.00 per share.

3. (3) Reflects indirect ownership of 8250 shares consisting of 6000 shares held by the reporting person's spouse, 750 shares held by the reporting person and his spouse as co-trustees of a trust for the benefit of a child of the reporting person's spouse, 750 shares held by the reporting person's son, and 750 shares held by the reporting person's spouse as co-trustee of a trust for the benefit of her child.

4. (4) The reporting person's indirect holdings were disclosed in footnote 2 of the reporting person's Form 4 filing of July 17, 2003 (the "Prior Filing"). However, these indirect holdings were not listed as a separate line item in Table 1 of the Prior Filing. This Amendment corrects Table 1 of the Prior Filing by listing these indirect holdings as a separate line item therein.

5. (5) Reflects committee adjustment of exercise price and number of options to reflect the three-for-two stock split, as permitted by Issuer's 1994 Equity Compensation Plan.

6. (6) All options are presently exercisable.

Remarks:

	David J.M. Erskine	02/11/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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