Exhibit 99 to Form 10K



                            DIXON TICONDEROGA COMPANY

                             Audit Committee Charter
                         (as revised effective 10/26/04)


One  committee of the Board of Directors  will be known as the audit  committee.
Only  independent  directors  (as  that  term is  defined  in Rule  10A-3 of the
Securities  Exchange  Act of 1934 and,  as long as the  Company  has  securities
listed for trading on the American Stock Exchange, as defined in Section 121A of
the American  Stock Exchange  Company  Guide) will serve on the  committee.  The
committee shall have not less than three members.

The primary  function  of the  committee  and the scope of its  responsibilities
generally are to assist the Board in fulfilling  its oversight  responsibilities
by reviewing the financial information that will be provided to the stockholders
and others,  reviewing the systems of internal controls which management and the
Board have established, and reviewing all audit processes.

I. General Responsibilities:

      1.  The  committee  will provide open avenues of  communication  among the
          internal auditors, outside auditor and the Board, and must oversee the
          accounting  and financial  reporting  processes of the Company and the
          audits of the Company's financial statements..

      2.  The  committee  must  report  committee  actions  to the full Board of
          directors and may make appropriate recommendations.

      3.  The  committee  has the power to conduct or  authorize  investigations
          into matters within the  committee's  scope of  responsibilities.  The
          committee is authorized to retain independent counsel,  accountants or
          others it needs to assist in carrying out its duties.

      4.  The  committee  will meet at least  quarterly,  or more  frequently if
          necessary.  The  committee  chairman has the power to call a committee
          meeting  whenever he or she thinks there is a need.  The committee may
          ask  members  of  management  or others to attend the  meeting  and is
          authorized to receive all pertinent information from management.


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      5.  The committee will ensure that it receives from the Company's  outside
          auditors a formal  written  statement  delineating  all  relationships
          between the  auditor and the  Company,  consistent  with  Independence
          Standards Board Standard 1.

      6.  The  committee  will have  responsibility  for actively  engaging in a
          dialogue  with the  Company's  outside  auditor  with  respect  to any
          disclosed  relationships  or services that may impact the  objectivity
          and independence of the auditor and for taking,  or recommending  that
          the full Board take, appropriate action to oversee the independence of
          the outside auditor.

      7.  The  committee  is  responsible  for  the  appointment,  compensation,
          retention and oversight of the work of the outside auditors (including
          resolution  of  disagreements   between  management  and  the  auditor
          regarding financial reporting) for the purpose of preparing or issuing
          an audit report or performing  other audit,  review or attest services
          for the Company,  and the outside  auditor must report directly to the
          committee.

      8.  The committee must establish procedures for:

          (i)  The receipt,  retention,  and treatment of complaints received by
               the Company regarding  accounting,  internal accounting controls,
               or auditing matters; and

          (ii)The confidential, anonymous submission by employees of the Company
               of  concerns  regarding   questionable   accounting  or  auditing
               matters.

      9.  The Company must provide for appropriate funding, as determined by the
          committee,  in its capacity as a committee of the board of  directors,
          for payment of:

          (a)  Compensation to any registered public accounting firm engaged for
               the purpose of preparing or issuing an audit report or performing
               other audit, review or attest services for the Company;

          (b)  Compensation  to any  advisers  employed by the  committee  under
               paragraph 9 of this section; and

          (c)  Ordinary  administrative  expenses  of  the  committee  that  are
               necessary or appropriate in carrying out its duties.


II. Responsibilities for Appointing any Internal Auditor:

      1.  The  committee  will review and have veto power over the  appointment,
          replacement,  reassignment  or  dismissal  of the director of internal
          audit,  if applicable.  Internal audit  activities may be performed by
          outside parties where approved by the committee.

      2.  The committee will confirm and assure the independence of the internal
          auditor and the  outside  auditor,  including  a review of  management
          consulting  services provided by the outside auditor and the fees paid
          for them.

      3.  The committee will consider,  in consultation with the outside auditor
          and the  director of internal  audit,  the audit scope and  procedural
          plans made by the internal auditors and the outside auditor.

      4.  The committee  will make sure that the director of internal  audit and
          the outside auditor  coordinate the internal and external audits.  The
          purpose of  coordinating  these efforts is to assure  completeness  of
          coverage, reduce redundancy and use audit resources effectively.

III.  Responsibilities  for Reviewing Internal Audits, the Annual External Audit
and the Review of Annual Financial Statements:

      1.  The committee will ascertain that the outside  auditor views the Board
          as its  client,  that  it will  be  available  to the  full  Board  of
          directors at least  annually  and that it will  provide the  committee
          with a timely analysis of significant financial reporting issues.

      2.  The committee will ask management,  the director of internal audit and
          the outside  auditor  about  significant  risks and exposures and will
          assess management's steps to minimize them.

      3.  The committee will review the following  with the outside  auditor and
          any director of internal audit:

          (a)  The  adequacy  of  the  company's  internal  controls,  including
               computerized information system controls and security.

          (b)  Any significant  findings and recommendations made by the outside
               auditor or internal audit,  together with management's  responses
               to them.

      4.  Shortly after the annual examination is completed,  the committee will
          review the following with the management and the outside auditor:

          (a)  The company's annual financial statement and related footnotes.

          (b)  The  outside  auditor's  audit  of and  report  on the  financial
               statements.

          (c)  The auditor's  qualitative  judgments about the  appropriateness,
               not  just  the  acceptability,   of  accounting   principles  and
               financial  disclosures and how aggressive (or  conservative)  the
               accounting principles and underlying estimates are.

          (d)  Any serious difficulties or disputes with management  encountered
               during the course of the audit.

          (e)  Anything  else about the audit  procedures  or findings that GAAS
               requires the auditors to discuss with the committee.

      5.  The  committee  will  consider  and  review  with  management  and the
          director of internal audit:

          (a)  Any  significant   findings  during  the  year  and  management's
               responses to them.

          (b)  Any  difficulties  internal audit  encountered  while  conducting
               audits,  including any restrictions on the scope of their work or
               access to required information.

          (c)  Any changes to the planned scope of  management's  internal audit
               plan that the committee thinks advisable.

          (d)  The internal audit department's budget and staffing.

          (e)  The internal audit department's charter.

          (f)  Whether the  internal  audit  department  has  complied  with the
               Institute of Internal  Auditing's  Standards for the Professional
               Practice of Internal Auditing.

      6.  The  committee  will  review  annual  filings  with the SEC and  other
          published documents  containing the company's financial statements and
          will consider whether the information in the filing is consistent with
          the information in the financial statements.

IV. Periodic Responsibilities:

      1.  Review and update the committee's charter annually.

      2.  Review policies and procedures covering officer's expense accounts and
          perquisites, including their use of corporate assets.

      3.  Review,  with any director of internal audit and the outside  auditor,
          the results of their examination of compliance with the company's code
          of conduct.

      4.  Review legal and regulatory matters that may have a material effect on
          the  organization's  financial  statements,  compliance  policies  and
          programs and reports from regulators.

      5.  Meet with any  director of  internal  audit,  the outside  auditor and
          management in separate  executive  sessions to discuss any matters the
          committee or these groups believe  should be discussed  privately with
          the committee.