==============================================================================  
                    


                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.
                                     20549


                                   FORM 10-Q




For the Quarter Ended                             Commission file number 1-2661
     March 31, 1995
- - ---------------------



                              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.


             Yes  x                                        No
                 ---                                          ---             


As of March 31, 1995, there were 10,994,773  shares of Common Stock  outstanding
which excludes shares which may still be issued upon exercise of stock options.



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                     CSS INDUSTRIES, INC. AND SUBSIDIARIES
                     -------------------------------------
                                     INDEX
                                     -----









PART I - FINANCIAL INFORMATION
- - ------------------------------

In the opinion of management,  the accompanying unaudited consolidated condensed
financial  statements  contain all  adjustments  necessary to present fairly the
financial position as of March 31, 1995 and December 31, 1994 and the results of
operations  and cash flows for the three  months  ended March 31, 1995 and 1994.
The  results  for the  three  months  ended  March  31,  1995  and  1994 are not
necessarily  indicative  of the expected  results for the full year.  As certain
previously  reported  notes and footnote  disclosures  have been omitted,  these
financial statements should be read in conjunction with the latest annual report
on Form 10-K.




                                                                  PAGE NO.
                                                                  --------

Consolidated Statements of Operations - Three months ended
March 31, 1995 and 1994                                              3

 
Consolidated Condensed Balance Sheets - March 31, 1995 and
December 31, 1994                                                    4
      

Consolidated Statements of Cash Flows - Three months ended
March 31, 1995 and 1994                                              5


Notes to Consolidated Financial Statements                           6-7
     

Management's Discussion and Analysis of Financial Condition
and Results of Operations                                            8 



PART II - OTHER INFORMATION
- - ---------------------------
Items 1 through 6 - Not Applicable




SIGNATURE                                                            9
- - ---------     









                                        -2-









                     CSS INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

(In thousands, except
 per share amounts)

                                                                                     Three Months Ended
                                                                                           March 31,
                                                                                     ---------------------
                                                                                       1995          1994
                                                                                     -------       -------

                                                                                                 
SALES                                                                                $42,529       $35,161
                                                                                     -------       -------

COSTS AND EXPENSES
   Cost of sales                                                                      23,308        18,886
   Selling, general and administrative expenses                                       18,223        14,956
   Interest expense, net                                                                 185           210
   Rental and other income, net                                                         (233)         (270)
                                                                                     -------       ------- 

                                                                                      41,483        33,782
                                                                                     -------       -------

INCOME FROM CONTINUING OPERATIONS BEFORE
   INCOME TAXES AND MINORITY INTEREST                                                  1,046         1,379

INCOME TAXES                                                                             425           556
                                                                                     --------       -------

INCOME FROM CONTINUING OPERATIONS
   BEFORE MINORITY INTEREST                                                              621           823

MINORITY INTEREST IN INCOME OF
   SUBSIDIARIES, NET                                                                     120           127
                                                                                     --------       -------

NET INCOME FROM CONTINUING OPERATIONS                                                    501           696

DISCONTINUED OPERATIONS
   Income from discontinued operations, net
      of taxes of $95 in 1994                                                              -           114
   Gain on sale of subsidiary, net of taxes of $6,145 in 1994                              -         9,661
                                                                                    --------       -------

NET INCOME                                                                           $   501       $10,471
                                                                                     =======       =======


NET INCOME PER COMMON SHARE
     Continuing operations                                                           $   .05       $   .06
     Discontinued operations                                                               -           .01
     Gain on sale of subsidiary                                                            -           .80
                                                                                     -------       -------
                                                                                     $   .05       $   .87
                                                                                     =======       =======

CASH DIVIDENDS PER SHARE OF
     COMMON STOCK                                                                    $     -       $    -
                                                                                     ========      =======







                See notes to consolidated financial statements.

                                                      



                                      -3-











                     CSS INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED CONDENSED BALANCE SHEETS



(In thousands)


                                                                                  March 31,         December 31,
                                                                                    1995                1994
                                                                                 -----------        ------------
                                                                                 (Unaudited)

            ASSETS

CURRENT ASSETS
                                                                                                       
    Cash and temporary investments                                                $ 21,487              $  8,774
    Accounts receivable, net                                                        23,350                52,886
    Inventories                                                                     47,112                35,862
    Deferred taxes                                                                   6,170                 6,170
    Other current assets                                                             5,050                 5,729
                                                                                   --------               -------

       Total current assets                                                        103,169               109,421
                                                                                  --------               -------

PROPERTY, PLANT AND EQUIPMENT, NET                                                  39,866                38,905
                                                                                  --------               -------

OTHER ASSETS
    Intangible assets                                                               54,942                55,404
    Other                                                                            1,302                 1,351
                                                                                  --------              --------

        Total other assets                                                          56,244                56,755
                                                                                  --------              --------

        Total assets                                                              $199,279              $205,081
                                                                                  ========              ========

    LIABILITIES AND SHAREHOLDERS' EQUITY

TOTAL CURRENT LIABILITIES                                                         $ 36,232              $ 37,346

LONG-TERM OBLIGATIONS                                                                8,968                14,398

MINORITY INTEREST                                                                    3,128                 3,005

DEFERRED TAXES                                                                       7,352                 7,352

SHAREHOLDERS' EQUITY                                                               143,599               142,980
                                                                                  --------             ---------

        Total liabilities and shareholders' equity                                $199,279              $205,081
                                                                                  ========              ========









                See notes to consolidated financial statements.

                                      -4-









                     CSS INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

(In thousands)
                                                                                         Three Months Ended
                                                                                              March 31,
                                                                                 ------------------------------         
                                                                                     1995                1994
                                                                                 --------              --------  

                                                                                                      
Cash flows from operating activities:
    Net income                                                                   $   501              $ 10,471
                                                                                 --------              --------

    Adjustments  to  reconcile  net  income to net cash  provided  by
       operating activities:

       Depreciation and amortization                                                1,966                 2,038
       (Gain) on sale of assets, net                                                   (6)               (9,699)
       Deferred tax provision                                                           -                     -
       Provision for doubtful accounts                                                253                   297
       Minority interest in income or loss of subsidiaries                            119                   146
       Changes  in  assets  and   liabilities,   net  of  effects  of
          business combinations and divestitures:
          Decrease in accounts receivable                                          29,283                32,699
          (Increase) in inventories                                               (11,250)              (11,919)
          Decrease in other assets                                                    708                   188
          (Decrease) increase in current liabilities                               (5,460)                  480
                                                                                 --------              --------

             Total adjustments                                                     15,613                14,230
                                                                                 --------              --------

             Net cash provided by operating activities                             16,114                24,701
                                                                                 --------              --------

Cash flows from investing activities:
    Purchase of property, plant and equipment                                      (2,360)               (2,241)
    Proceeds on sale of business                                                        -                30,431
    Proceeds on sale of property                                                       13                    56
                                                                                 --------               --------

             Net cash (used for) provided by
                investing activities                                               (2,347)               28,246
                                                                                 --------               --------

Cash flows from financing activities:
    Payments on long-term obligations                                              (1,337)                 (231)
    Borrowing on (repayment of) note payable                                          253               (10,198)
    Dividends paid to minority shareholders of subsidiaries                             -                  (169)
    Redemption of treasury stock                                                        -                   (94)
    Redemption of subsidiary stock from minority shareholder                            -                   (59)
    Proceeds from exercise of stock options                                             4                   279
                                                                                 --------              ---------

             Net cash used for financing activities                                (1,080)              (10,472)
                                                                                 --------              --------- 

Effect of foreign currency translation adjustment                                      26                    16
                                                                                 --------              --------
Net increase in cash and temporary investments                                     12,713                42,491

Cash and temporary investments at beginning of period                               8,774                12,473
                                                                                 --------              --------
Cash and temporary investments at end of period                                  $ 21,487              $ 54,964
                                                                                 ========              ========


                See notes to consolidated financial statements.

                                      -5-









                     CSS INDUSTRIES, INC. AND SUBSIDIARIES
                     -------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                 March 31, 1995
                                 --------------


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      Principles of Consolidation-
      ----------------------------
      The consolidated financial statements include the accounts of the Company
         and all  subsidiaries.  All significant  intercompany  transactions and
         accounts have been eliminated in consolidation  and all adjustments are
         of a normal  recurring  nature.  Translation  adjustments  of a foreign
         subsidiary  are  charged  or  credited  to  a  separate   component  of
         shareholders' equity.

      Inventories-
      ------------
      Inventories  are  stated  primarily  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  cost  or  market.  Inventories
         consisted of the following:

                                             March 31,          December 31,
                                               1995                 1994
                                           -----------          -----------
     Raw material...................       $11,925,000          $ 8,192,000
     Work-in-process................        11,115,000            5,820,000
     Finished goods.................        24,072,000           21,850,000
                                           -----------          -----------
                                           $47,112,000          $35,862,000
                                           ===========          ===========

      Revenue Recognition-
      --------------------
      The Company recognizes  revenues in  accordance  with its shipping  terms.
         Returns  and  allowances  are  reserved  for  based  on  the  Company's
         historical experience.

      Net Income Per Common Share-
      ---------------------------
      Primary net  income  per  common  share is based on the  weighted  average
         number of common and common  equivalent shares  outstanding  during the
         first  quarter - 11,048,561  in 1995 and  12,080,518  in 1994.  Average
         outstanding  shares used in the computation of fully diluted net income
         per share were not  materially  different and did not have an impact on
         net income per common share as presented in the consolidated statements
         of operations.

      Statements of Cash Flows-
      ------------------------
      For purposes of the  statements of cash flows,  the Company  considers all
         holdings of highly liquid debt  instruments  with original  maturity of
         less than three months to be temporary investments.

      See Note 2 for supplemental disclosure of noncash investing activities.









                                      -6-









(2)  BUSINESS ACQUISITIONS AND DIVESTITURES:
     --------------------------------------

     On  December 22, 1994,  Rapidforms acquired certain assets and the business
         of Business  Envelope  Manufacturers,  Inc.  ("Business  Envelope"),  a
         direct marketer of envelopes,  business forms,  stationery,  labels and
         other office  supplies for  $4,743,000  in cash.  The  acquisition  was
         accounted  for as a purchase  and the  excess of cost over fair  market
         value of  $4,731,000  was  recorded  as goodwill  and other  intangible
         assets in the accompanying balance sheet and is being amortized over 20
         to 40 years.

     On  November 4, 1994,  Rapidforms acquired  substantially all of the assets
         and business of Histacount Corporation ("Histacount"),  for $14,598,000
         in cash.  Histacount is a direct marketer of customized business forms,
         stationery  and other related  office  products  sold  primarily to the
         healthcare,  legal and  accounting  professions.  The  acquisition  was
         accounted  for as a purchase and the excess cost over fair market value
         of $15,391,000 was recorded as goodwill and other intangible  assets in
         the  accompanying  balance sheet and is being  amortized  over 20 to 40
         years.

     On  March 30,  1994,  the Company sold its 96% interest in its Ellisco Inc.
         subsidiary  to United  States Can  Company  for total  proceeds  to the
         Company of $34,553,000,  including consideration of $30,431,000 for the
         sale of the  stock  and a  dividend  by  Ellisco  prior  to the sale of
         $4,122,000.  The after tax gain of $9,661,000,  or $.80 per share,  and
         the   operating   results  of  Ellisco  have  been   accounted  for  as
         discontinued  operations and, accordingly,  have been segregated on the
         1993 statement of operations.



                                                        -7-







                     CSS INDUSTRIES, INC. AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                      CONDITION AND RESULTS OF OPERATIONS




RESULTS OF OPERATIONS
- - ---------------------
Three Months of 1995 Compared to Three Months of 1994
- - -----------------------------------------------------

     Consolidated  sales for the three months ended March 31, 1995  increased by
21% to  $42,529,000  from  $35,161,000  in 1994.  The increase was primarily the
result of  incremental  sales of Histacount and Business  Envelope,  acquired by
Rapidforms in the fourth quarter of 1994. Net of these  incremental  sales,  the
Company reported a sales increase of 4% resulting from the later timing of Paper
Magic  Easter  and  spring  product  shipments  in  1995  and  higher  sales  at
Rapidforms.

     Cost of sales, as a percentage of sales, was 55% in 1995 compared to 54% in
1994.  The increase in the  percentage of cost of sales was caused by (1) higher
raw material costs and margin pressures on certain Paper Magic Easter and spring
seasonal  sales and (2) higher labor and overhead costs as a percentage of sales
on  the  incremental  Histacount  sales.  Selling,  general  and  administrative
expenses were 43% in 1995 and 1994.

     Interest  expense,   net  of  $185,000  decreased  from  $210,000  in  1994
reflecting  the impact of higher  interest  rates on invested  cash.  Rental and
other income, net decreased to $233,000 from $270,000 in 1994 due to the absence
of a currency exchange gain in 1995.

     Income taxes as a percentage of income from  continuing  operations  before
income  taxes  and  minority  interest  was 41% in 1995  representing  a  slight
increase over 1994.  The  effective tax rate differs from the statutory  rate of
35%  primarily  due to state and foreign  income  taxes and  goodwill  and other
charges not deductible for tax purposes.

     Net income from continuing  operations for the three months ended March 31,
1995 decreased to $501,000,  or $.05 per common share from $696,000, or $.06 per
common share in 1994.


LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------

     At March 31,  1995,  the  Company had working  capital of  $66,937,000  and
shareholders' equity of $143,599,000.

     The Company  relies  primarily on cash  generated  from its  operations and
seasonal  borrowings  to meet its liquidity  requirements.  Most Paper Magic and
Berwick  revenues are seasonal with almost half of Paper Magic and two-thirds of
Berwick sales being Christmas related. As payment for Christmas related products
is usually  not  received  until after the holiday in  accordance  with  general
industry practice, short-term borrowing needs increase throughout the second and
third  quarters,  peaking prior to Christmas and dropping  thereafter.  Seasonal
borrowings at Paper Magic are made under a $40,000,000  line of credit  facility
with four banks.  Berwick  seasonal cash needs are being funded by the Company's
excess cash and its $15,000,000  demand line of credit. At March 31, 1995, there
were no borrowings under either facility.

     Based on its current  operating  plan, the Company  believes its sources of
available  capital  are  adequate  to  meet  its  ongoing  cash  needs  for  the
foreseeable future.



                                      -8-









                                   SIGNATURE
                                   ---------





     Pursuant to the  requirements  of the  Securities and 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:  May 8, 1995                           By: /s/James G. Baxter
                                             ----------------------------
                                             James G. Baxter
                                             Vice President - Finance
                                             Chief Financial Officer and
                                             Principal Accounting Officer






                                      -9-











                                   SIGNATURE
                                   ---------





     Pursuant to the  requirements  of the  Securities and 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:  May 8, 1995                         By:
                                             ---------------------------
                                             James G. Baxter
                                             Vice President - Finance
                                             Chief Financial Officer and
                                             Principal Accounting Officer



























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