<PAGE>

                                  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): June 16, 2006

                              CSS Industries, Inc.
             (Exact name of registrant as specified in its charter)

         Delaware                       1-2661                     13-920657
(State or other jurisdiction         (Commission                (IRS Employee
  of incorporation)                  File Number)            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))

<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 16, 2006, the Human Resources Committee of the Board of Directors of CSS
Industries, Inc. (the "Company") confirmed and approved an amendment (the
"Amendment") to the Company's Non-Qualified Supplemental Executive Retirement
Plan Covering Officer - Employees of CSS Industries, Inc. (the "SERP"). The
Amendment documents, in written form, changes made to the SERP effective as of
March 31, 2005 resulting from actions of the Human Resources Committee.

The SERP was adopted by the Company in order to provide eligible employees with
additional retirement benefits because of certain limitations under the Internal
Revenue Code of 1986, as amended, (the "Code") that are applicable to qualified
retirement plans. In general, section 401(a)(17) of the Code limits the amount
of an individual's compensation that may be taken into account for purposes of
determining the profit sharing contribution, if any, that such individual will
receive for a specific plan year under the Company's qualified plan. The SERP is
intended to provide certain participants in the Company's qualified plan whose
compensation is in excess of such limitation under the Code with the
contribution such participant would have received under the Company's qualified
plan if there was no such limit under the Code. Specifically, the SERP, as in
effect prior to the Amendment, generally provided that if the Company made a
profit sharing contribution to its qualified plan for a plan year, all eligible
employees participating in the SERP would have an amount credited to their
account under the SERP equal to the product of (i) the percentage then used in
deriving the dollar amount of the profit sharing plan contribution for such
calendar year, and (ii) the amount by which the employee's total cash
compensation for the calendar year exceeded the compensation limitation under
the Code.

The Amendment adds a provision that, irrespective of whether a profit sharing
plan contribution is made to the Company's qualified plan during the calendar
year, the Human Resources Committee has the discretionary authority to credit an
amount to an employee's account under the SERP based on a percentage, as
designated by the Human Resources Committee, of such employee's compensation in
excess of the applicable limitation under the Code (a "Discretionary
Contribution").

In 2005, the Human Resources Committee approved a Discretionary Contribution
with respect to 2004 compensation in the aggregate amount of $181,534, and
amounts credited to the accounts of the most highly paid executive officers were
previously disclosed in the Company's proxy statement for its 2005 annual
meeting of stockholders. In 2006, the Human Resources Committee approved a
Discretionary Contribution with respect to 2005 in the aggregate amount of
$76,211, including the following amounts credited to the accounts of the
Company's most highly compensated executive officers entitled to participate in
the SERP with respect to 2005: $30,676 for David J. M. Erskine, President and
Chief Executive Officer of the Company; $24,165 for Jack Farber, Chairman of the
Company; $9,449 for Clifford E. Pietrafitta, Vice President-Finance and Chief
Financial Officer of the Company. The Discretionary Contributions described in
this paragraph were the only contributions to the SERP with respect to the 2004
and 2005 calendar years.


                                        2

<PAGE>

                                    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/ William G. Kiesling
                                            ------------------------------------
                                            William G. Kiesling
                                            Vice President and General Counsel

Date: June 16, 2006


                                       3
[{"type": "8-K", "sequence": "1", "filename": "p413736.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5946}]
{"company-data": {"conformed-name": "CSS INDUSTRIES INC", "cik": "0000020629", "assigned-sic": "2771", "irs-number": "131920657", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-02661", "film-number": "06910425"}, "business-address": {"street1": "1845 WALNUT ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19103", "phone": "2155699900"}, "former-company": {"former-conformed-name": "CITY STORES CO", "date-changed": "19851212"}}
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): June 16, 2006

                              CSS Industries, Inc.
             (Exact name of registrant as specified in its charter)

         Delaware                       1-2661                     13-920657
(State or other jurisdiction         (Commission                (IRS Employee
  of incorporation)                  File Number)            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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 16, 2006, the Human Resources Committee of the Board of Directors of CSS
Industries, Inc. (the "Company") confirmed and approved an amendment (the
"Amendment") to the Company's Non-Qualified Supplemental Executive Retirement
Plan Covering Officer - Employees of CSS Industries, Inc. (the "SERP"). The
Amendment documents, in written form, changes made to the SERP effective as of
March 31, 2005 resulting from actions of the Human Resources Committee.

The SERP was adopted by the Company in order to provide eligible employees with
additional retirement benefits because of certain limitations under the Internal
Revenue Code of 1986, as amended, (the "Code") that are applicable to qualified
retirement plans. In general, section 401(a)(17) of the Code limits the amount
of an individual's compensation that may be taken into account for purposes of
determining the profit sharing contribution, if any, that such individual will
receive for a specific plan year under the Company's qualified plan. The SERP is
intended to provide certain participants in the Company's qualified plan whose
compensation is in excess of such limitation under the Code with the
contribution such participant would have received under the Company's qualified
plan if there was no such limit under the Code. Specifically, the SERP, as in
effect prior to the Amendment, generally provided that if the Company made a
profit sharing contribution to its qualified plan for a plan year, all eligible
employees participating in the SERP would have an amount credited to their
account under the SERP equal to the product of (i) the percentage then used in
deriving the dollar amount of the profit sharing plan contribution for such
calendar year, and (ii) the amount by which the employee's total cash
compensation for the calendar year exceeded the compensation limitation under
the Code.

The Amendment adds a provision that, irrespective of whether a profit sharing
plan contribution is made to the Company's qualified plan during the calendar
year, the Human Resources Committee has the discretionary authority to credit an
amount to an employee's account under the SERP based on a percentage, as
designated by the Human Resources Committee, of such employee's compensation in
excess of the applicable limitation under the Code (a "Discretionary
Contribution").

In 2005, the Human Resources Committee approved a Discretionary Contribution
with respect to 2004 compensation in the aggregate amount of $181,534, and
amounts credited to the accounts of the most highly paid executive officers were
previously disclosed in the Company's proxy statement for its 2005 annual
meeting of stockholders. In 2006, the Human Resources Committee approved a
Discretionary Contribution with respect to 2005 in the aggregate amount of
$76,211, including the following amounts credited to the accounts of the
Company's most highly compensated executive officers entitled to participate in
the SERP with respect to 2005: $30,676 for David J. M. Erskine, President and
Chief Executive Officer of the Company; $24,165 for Jack Farber, Chairman of the
Company; $9,449 for Clifford E. Pietrafitta, Vice President-Finance and Chief
Financial Officer of the Company. The Discretionary Contributions described in
this paragraph were the only contributions to the SERP with respect to the 2004
and 2005 calendar years.

                                        2
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/ William G. Kiesling
                                            ------------------------------------
                                            William G. Kiesling
                                            Vice President and General Counsel

Date: June 16, 2006

                                       3