CERTIFICATE OF AMENDMENT
                                       TO
             THE RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED,
                                       OF
                              CSS INDUSTRIES, INC.



         CSS Industries, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of CSS Industries, Inc. at a meeting
held on June 7, 2004, at which a quorum was present and acting thereat, adopted
resolutions proposing and declaring advisable and in the best interest of the
corporation the following amendment to the Restated Certificate of
Incorporation, as amended, of said corporation (the "Amendment") so that
subparagraphs (1) and (3) of Article Fourth shall be and read as follows:

         FOURTH:  (1) The total number of shares which the Corporation shall be
authorized to issue is 26,029,036. Of such shares, 1,029,036 shall be Preferred
Stock and 25,000,000 shall be Common Stock, which shall have a par value of $.10
per share.

                  (3) Common Stock. The 25,000,000 shares of Common Stock shall
have a par value of $.10 per share, shall be entitled to one vote for each
share, and shall be subject to the preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
of the Preferred Stock as shall be stated and expressed by the resolution or
resolutions providing for the issuance of such Preferred Stock, as may be
adopted by the Board of Directors in accordance with subparagraph (2) hereof."

         SECOND: That the stockholders of CSS Industries, Inc. have duly
authorized the Amendment at the Annual Meeting of Stockholders held on August 4,
2004, at which meeting the requisite number of votes required by the Delaware
General Corporation Law were cast in favor of the Amendment.

         THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

         FOURTH: That this Certificate of Amendment of the Restated Certificate
of Incorporation, as amended, shall be effective upon filing.




         IN WITNESS WHEREOF, CSS Industries, Inc. has caused this certificate to
be signed by David J. M. Erskine, its President and Chief Executive Officer and
attested by its Secretary, this 4th day of August, 2004.



                                                 CSS INDUSTRIES, INC.



                                                 -----------------------------
                                                 By:     David J. M. Erskine
                                                         President and Chief
                                                         Executive Officer
         [corporate seal]



         Attest:                                 -----------------------------
                                                 By:     Michael A. Santivasci
                                                         Secretary