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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Kiesling William G   2. Issuer Name and Ticker or Trading Symbol CSS INDUSTRIES INC [CSS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP and General Counsel (Last) (First) (Middle) C/O CSS INDUSTRIES, INC., 1845 WALNUT STREET, SUITE 800 3. Date of Earliest Transaction (Month/Day/Year) 03/19/2013 (Street) PHILADELPHIA, PA 19103 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock ($.10 par value) 03/19/2013   A   8,500 (1) A $ 0 24,445 (2) D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Call (Stock) Option

$ 18.25

03/19/2013

A

15,000 (3)

05/27/2013

05/27/2018

Common Stock

15,000

$ 0

15,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kiesling William G C/O CSS INDUSTRIES, INC. 1845 WALNUT STREET, SUITE 800 PHILADELPHIA, PA 19103			VP and General Counsel

Signatures

Michael A. Santivasci, Attorney in Fact		03/20/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reported transaction reflects the satisfaction of a "total shareholder return" ("TSR") performance goal for restricted stock units ("RSUs") granted on 5/27/2011 (the "Grant Date"). On 3/19/2013, the Human Resources Committee of the Issuer's Board of Directors certified that the TSR performance goal had been attained. Each RSU will be redeemed automatically for one share of Issuer common stock upon satisfaction of service-based vesting conditions. RSU's vest to the extent of 50% of the underlying shares on each of the 3rd and 4th anniversaries of the Grant Date.
(2)	Includes 20,263 RSUs subject to service-based vesting conditions not yet satisfied.
(3)	The reported transaction reflects the satisfaction of a TSR performance goal for call stock options ("Options") granted on 5/27/2011 (the "Grant Date"). On 3/19/2013, the Human Resources Committee of the Issuer's Board of Directors certified that the TSR performance goal had been attained. Options become exercisable in installments, with 50% of the optioned securities becoming exercisable on the 2nd anniversary of the Grant Date, and 25% becoming exercisable on each of the 3rd and 4th anniversaries of the Grant Date. To the extent not exercised, installments are cumulative.

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