SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  FORM 10-K / A
                                 Amendment No. 1

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2004       Commission file number 1-8689
                          -----------------                               ------

                            DIXON TICONDEROGA COMPANY
--------------------------------------------------------------------------------
               (Exact name of Company as specified in its charter)
Form 10-K/A

 X  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
--- Act of 1934 for the fiscal year ended September 30, 2004.

    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
--- Act of 1934 for the transaction period from _____ to _____.

                  Delaware                                 23-0973760
---------------------------------------------  ---------------------------------
      (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                Identification Number)

  195 International Parkway, Heathrow, FL                     32746
---------------------------------------------  ---------------------------------
  (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code  (407) 829-9000
                                                    --------------

         Title of each class           Name of each exchange on which registered
         -------------------           -----------------------------------------
    Common Stock, $1.00 par value               American Stock Exchange

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 company was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ] No [ ]

Based on the closing sales price on January 4, 2005, the aggregate  market value
of the voting stock held by non-affiliates of the Company was $12,856,193.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of January 4, 2005: 3,207,894 shares of common stock, $1.00 Par
Value.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of Form 10-K or any amendment to this Form
10-K. [ X ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]

Documents  Incorporated  by  Reference:  Proxy  statement  to  security  holders
incorporated into Part III for the fiscal year ended September 30, 2004.


<PAGE>


EXPLANATORY  NOTE:  The  purpose  of this  Amendment  No.  1 is to  include  the
information  required  under  Part  III,  Items  10-14 of Form  10-K  for  Dixon
Ticonderoga  Company (the  "Company") for the year ended September 30, 2004, and
not previously included in the Company's Annual Report on Form 10-K and required
exhibits under Part IV, Item 15.

                                    Part III
                                    --------

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
            -----------------------------------------------

The Board of Directors of Dixon - Structure/Independence
--------------------------------------------------------

     Dixon's  Board of  Directors  consists of nine seats which are divided into
three  classes  for  purposes of  election.  One class is elected at each annual
meeting of stockholders to serve for a three-year term.  Pursuant to the Board's
determination,  each of Dixon's directors,  other than Messrs. Pala, Joyce, Asta
and Cespedes,  qualify as  "independent"  in accordance with the requirements of
the American Stock Exchange listing standards.  In addition, as further required
by the American Stock  Exchange  listing  standards,  the Board of Directors has
made  a  subjective  determination  as to  each  independent  director  that  no
relationships exist which, in the opinion of the Board, would interfere with the
exercise  of  independent  judgment in carrying  out the  responsibilities  of a
director.

Directors with Terms Expiring in 2005
-------------------------------------
     PHILIP M.  SHASTEEN,  55,  attorney,  part owner and member of the Board of
Directors of Johnson,  Blakely, Pope, Bokor, Ruppel & Burn, LLP (law firm) since
1992. Mr. Shasteen has been a director of the Company since 1986.

     RICHARD  A.  ASTA,  48,  Executive  Vice  President  of  Finance  and Chief
Financial Officer of the Company since 1990. Mr. Asta has been a director of the
Company since 1999.

     WESLEY D. SCOVANNER, 58, President, Wesley D. Scovanner & Associates, Inc.,
(financial and business  consulting)  since 1983. Mr. Scovanner was appointed to
fill a vacant seat on the board in December 2002.

Directors with Terms Expiring in 2006
-------------------------------------

     BEN BERZIN, JR., 56, Executive Vice President,  PNC Bank, N.A.  (commercial
bank) since 1990. Mr. Berzin has been a director of the Company since 1994.

     KENT KRAMER, 60, Chief Executive Officer of Professional  Sports Marketing,
Inc.  (sports  marketing)  since  1992.  Mr.  Kramer has been a director  of the
Company since 1997.

     DIEGO  CESPEDES  CREIXELL,  46,  President,  Grupo Dixon S.A. de C.V.,  (an
indirect subsidiary of the Company) since 1996. Mr. Cespedes has been a director
of the Company since 2000.

Directors with Terms Expiring in 2007
-------------------------------------

     GINO N. PALA, 76, Chairman of the Board of Directors and Co-Chief Executive
Officer of the Company since 1999; prior thereto, Chairman,  President and Chief
Executive Officer of the Company since 1989. Mr. Pala has been a director of the
Company since 1978. Mr. Pala is the father-in-law of Mr. Joyce.

     RICHARD F. JOYCE,  49, Vice Chairman of the Board of  Directors,  President
and Co-Chief  Executive  Officer of the Company since 1999; prior thereto,  Vice
Chairman,  President and Chief Operating Officer of the Company's Consumer Group

                                       2
<PAGE>
and Chief  Legal  Executive  since  1996.  Mr.  Joyce has been a director of the
Company since 1982. Mr. Joyce is the son-in-law of Mr. Pala.

     JOHN RITENOUR,  53, Chief Executive  Officer,  Insurance  Office of America
(insurance  agency) since 1989. Mr.  Ritenour has been a director of the Company
since 1999.

Executive Officers
------------------

     In  addition to Messrs.  Pala,  Joyce,  Asta and  Cespedes,  the  following
persons are executive officers of the Company:

     LEONARD D. DAHLBERG,  JR., 53, Executive Vice President of Operations since
August 2000; prior thereto  Executive Vice President of Procurement  since 1999;
prior thereto  Executive Vice President,  Industrial Group from 1996 until 1999;
prior thereto  Executive  Vice  President of  Manufacturing/  Consumer  Products
Division  from  1995  until  1996;   prior  thereto  Senior  Vice  President  of
Manufacturing from 1993 until 1995.

     JOHN ADORNETTO, 62, Vice President and Corporate Controller since 1991.

Audit Committee
---------------

     Dixon's  audit  committee  was  established  as  a  standing  committee  in
accordance with Section  3(a)(58)(A) of the Securities  Exchange Act of 1934 and
performs certain functions and has  responsibilities  as set forth in the report
below.  Present  members of the  committee  are  Messrs.  Scovanner  (Chairman),
Berzin,  and Kramer,  all independent (as defined in the American Stock Exchange
listing standards) members of the Board.  During fiscal 2004, the committee held
two meetings.  A copy of the current  charter of the Audit Committee is attached
as an exhibit to Dixon's  annual  report on Form 10-K for the fiscal  year ended
September 30, 2004.

     Dixon's Board has  determined  that Dixon has at least one audit  committee
financial  expert serving on its audit  committee.  That person is Mr. Scovanner
and he has been  determined  by the  Board to be  independent,  as that  term is
defined in the American Stock Exchange listing  standards.  Stockholders  should
understand that this  designation is a disclosure  requirement of the Securities
and Exchange Commission related to Mr. Scovanner's  experience and understanding
with respect to certain  accounting and auditing  matters.  The designation does
not impose on Mr.  Scovanner  any  duties,  obligations  or  liability  that are
greater than are generally imposed on him as a member of the Audit Committee and
Board,  and his designation as an audit committee  financial  expert pursuant to
this Securities and Exchange Commission  requirement does not affect the duties,
obligations or liability of any other member of the Audit Committee or Board.

Section 16(a) Beneficial Ownership Reporting Compliance.
--------------------------------------------------------

     Section  16(a) of the  Securities  Exchange  Act of 1934  requires  Dixon's
directors,  officers  and owners of more than 10% of the Shares to file with the
Securities and Exchange  Commission  initial reports of ownership and reports of
changes in  ownership of Dixon's  common stock and any other equity  securities.
Based  solely upon a review of our  records,  during the past fiscal  year,  all
reports  required  to be filed  pursuant  to  Section  16(a)  of the  Securities
Exchange Act of 1934 during the 2004 fiscal year were filed on a timely basis.

Code of Ethics
--------------

     The  Company has  adopted a code of ethics  that  applies to its  principal
executive  officers,   principal  financial  officer  and  principal  accounting
officer.  The Company will provide to any person without charge, upon request, a
copy of such code of ethics.  Requests  for  copies  should be  directed  to the
Company's Corporate Secretary at its headquarters in Heathrow, Florida.


                                       3
<PAGE>

ITEM 11.    EXECUTIVE COMPENSATION
            ----------------------

Executive Compensation
----------------------

     The following  tables show salaries,  bonuses and other  compensation  paid
during the last three fiscal years for Dixon's  Chairman and Co-Chief  Executive
Officer,  the  President  and  Co-Chief  Executive  Officer  and  Dixon's  other
executive  officers.  No options were  granted to  executive  officers in fiscal
2002, 2003 or 2004.

            Name and                                            Other Annual
      Principal Position           Year      Salary    Bonus    Compensation
      ------------------           ----     --------  --------  -------------
      Gino N. Pala                 2004     $278,800  $ 25,000    $ 23,341
      Chairman and Co-Chief        2003     $278,800  $ 52,275    $ 30,680
      Executive Officer            2002     $278,800  $      0    $ 39,846

      Diego Cespedes Creixell      2004     $241,389  $ 98,000    $ 42,660
      President, Grupo Dixon       2003     $191,780  $ 33,000    $ 26,229
      S.A. de C.V.                 2002     $182,939  $ 22,969    $ 11,298

      Richard F. Joyce             2004     $225,802  $ 21,000    $ 28,928
      President and Co-Chief       2003     $225,802  $ 42,338    $ 39,703
      Executive Officer            2002     $225,802  $      0    $ 37,827

      Richard A. Asta, Executive   2004     $196,370  $ 17,000    $ 34,006
      Vice President of Finance &  2003     $196,370  $ 34,365    $ 30,751
      Chief Financial Officer      2002     $196,370  $      0    $ 34,133

      Leonard D. Dahlberg          2004     $123,690  $  7,000    $ 20,970
      Executive Vice President     2003     $123,690  $ 13,915    $ 19,527
      of Operations                2002     $123,690  $      0    $ 19,179

      John Adornetto               2004     $121,600  $ 13,280    $ 11,370
      Vice President and           2003     $121,600  $ 13,680    $ 10,275
      Corporate Controller         2002     $121,600  $      0    $ 11,875

Option Grants in Last Fiscal Year
---------------------------------

     No options were granted in the last fiscal year.

Aggregated Option Exercises in 2004 and 2004 Year-End Option Values
-------------------------------------------------------------------

     No options were  exercised in fiscal 2004.  The  following  table  provides
information  with  respect  to the  shares of Company  common  stock  underlying
options at 2004 fiscal year end.

                                                          Value of Unexercised
                                                          In-the-Money Options
         Name              Exercisable     Unexercisable     at Year-End
         ----              -----------     -------------  --------------------
      Gino N. Pala              47,600         -0-               8,778
      Richard F. Joyce          69,000         -0-              10,395
      Richard A. Asta           37,800         -0-               6,534
      Diego Cespedes Creixell   22,500         -0-               4,950
      Leonard D. Dahlberg, Jr.  17,800         -0-               2,574
      John Adornetto            15,600         -0-               2,673

                                       4
<PAGE>
Director Compensation
---------------------

     Of Dixon's current Board members,  Messrs.  Pala,  Joyce, Asta and Cespedes
are salaried employees of Dixon. Board members who are not salaried employees of
Dixon  receive  separate  compensation  for Board  services.  That  compensation
includes an annual retainer of $7,500 and attendance fees of $400 for each Board
meeting  and $450 for each Board  committee  meeting.  Salaried  employee  Board
members  receive  attendance  fees of  $350  for  each  Board  meeting.  We also
reimburse  the  non-employee   Board  members  for  expenses  related  to  their
attendance.  In the past, Board members were granted options to purchase Company
common  stock.  No options were granted to Board members in fiscal 2002 or 2003.
During  fiscal  year 2004,  an option was granted to Mr.  Scovanner  to purchase
5,000  Shares at an  exercise  price of $3.41 per Share  because the Company had
neglected to grant him an option when his Board service commenced.

Employment Agreements
---------------------

     Dixon  entered into an  employment  agreement  with Mr. Pala in 1995 which,
until amended effective January 1, 2004, had a rolling one-year term until Dixon
or Mr. Pala terminates it.  Currently,  Mr. Pala is paid a base salary at a rate
of $278,800 per annum,  subject to increase from time to time in accordance with
Dixon's normal  business  practices and, if so increased,  the salary may not be
decreased.  Under the  agreement,  Mr. Pala is also entitled to  participate  in
other Dixon compensation programs and other benefits.

     Dixon may  terminate  Mr.  Pala's  employment  for cause (as defined in the
Agreement),  in which case Dixon is obligated to pay him his full salary through
the date of termination.  If Dixon terminates the agreement other than for cause
or other than for his  disability  or if he  terminates  the  agreement for good
reason (as  defined  in the  agreement,  including  if the  successor  to all or
substantially  all of Dixon's  business and/or assets does not expressly  assume
and agree to perform the agreement), he will:

     o    Continue to receive his full salary through the date of termination;

     o    Receive  an amount  equal to the  product  of (i) his  annual  salary,
          multiplied by (ii) the greater of the number of years remaining in the
          term of employment under the agreement or the number two, such payment
          to be made (a) if resulting  from a  termination  based on a change of
          control of Dixon,  in a lump sum on or before the fifth day  following
          the date of termination,  or (b) if resulting from any other cause, in
          substantially equal semi-monthly installments; and

     o    Receive a bonus in an amount determined by multiplying his base salary
          by a percentage that is the average percentage of base salary that was
          paid (or  payable)  to him as a bonus  under any Dixon  bonus  plan or
          arrangement, for the three full fiscal years immediately preceding the
          termination.

     Dixon has entered into employment  agreements with Messrs.  Joyce, Asta and
Dahlberg  which are similar in their terms to the agreement the Company  entered
into with Mr.  Pala,  except that Mr.  Joyce's,  Mr.  Asta's and Mr.  Dahlberg's
current salaries, are $225,802, $196,370 and $123,690 per annum, respectively.

     Amendments to the employment  agreements  described  above were approved by
Dixon's compensation committee on July 7, 2004, signed on December 15, 2004, and
effective  as of  January 1, 2004  (each,  an  "Amendment",  and  together,  the
"Amendments").  The  Amendments  establish  a  three  year  term  of  employment
commencing  as of January 1,  2004,  with  annual  renewals  thereafter,  update
salaries and titles,  change the definition of a change in control as defined in
the Employment  Agreements so that a change in control approved by Dixon's board
of directors is within the  definition  of that term,  and add a provision  that
during a disability period and after termination for cause or for Dixon's breach
of the  Employment  Agreement  or for good  reason as defined in the  Employment
Agreement,  benefits and other  compensation  will be paid as provided for under
the Employment Agreements.  The amount of the severance payments as provided for


                                       5
<PAGE>

in the employment agreements upon a change in control was not changed.

     On December 15, 2004,  Dixon entered into a Second  Amendment to Employment
Agreement (each, a "Second Amendment",  and together,  the "Second  Amendments")
with each of Messrs Pala, Joyce, Asta, and Dahlberg, (each, an "Executive",  and
together,  the  "Executives").  Each  Second  Amendment  amends  the  Employment
Agreement previously entered into between the applicable Executive and Dixon, as
previously  amended  by  the  Amendment.   All  of  the  Second  Amendments  are
conditioned on the closing of the offer by Pencil  Acquisition Corp. to purchase
all of Dixon's  outstanding common stock (the "Offer") described under "SECURITY
OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT AND RELATED  STOCKHOLDER
MATTERS - Possible Change in Control", below.

     The Second Amendments for Messrs. Pala and Joyce provide that Messers. Pala
and Joyce are not entitled to terminate their respective  Employment  Agreements
because  of a change in control  until the  expiration  of the six month  period
immediately  following the payment by the Purchaser for Shares of Dixon pursuant
to the Offer,  (the  "Transition  Period") and that the payment by the Purchaser
for Shares pursuant to the Offer will constitute a change in control giving rise
to the right of the Executive to terminate his  employment for good reason under
the  employment  agreement  and the  Executive  has the right to  terminate  his
employment  for good  reason as a result of a change in control  only during the
three month period  immediately  following the end of the Transition Period. The
Second  Amendments  for  Messrs.  Asta and  Dahlberg  are the same as those  for
Messrs.  Pala and Joyce,  except that the Transition Period referred to above is
twelve months.

Success Bonus Plan
------------------

     In July, 2004,  Dixon's  compensation  committee approved in concept and in
late  November  approved the terms of a written  Success Bonus Plan to encourage
certain of Dixon's  executives  to remain  with Dixon and to support the sale of
Dixon on terms approved by the independent members of Dixon's Board. The success
bonuses will be paid six months after a closing of the sale of Dixon and will be
forfeited if the executive does not honor his employment  agreement through that
six month  period  unless Dixon  agrees to allow the  executive  to  voluntarily
terminate  his  employment  before that time.  The bonuses are in the  following
amounts:  Pala and Joyce -- $46,000  each,  Asta --  $34,000,  and  Dahlberg  --
$22,500, and will be payable upon the closing of the Offer.

Certain Relationships and Related Transactions
----------------------------------------------

     Dixon  has  loans  outstanding  to  Messrs.  Pala,  Joyce  and  Asta in the
principal amounts of $204,000, $127,000 and $125,000, respectively. The proceeds
of the loans were used by the  borrowers  to  purchase  Shares from Dixon at the
time that they exercised stock options.  At the time, the shares of common stock
are  sold  pursuant  to a Stock  Purchase  Agreement  between  them  and  Pencil
Acquisition Corp., the loans must be repaid.  Interest on a portion of the loans
accrues at the rate of 8% per annum.  The loans were made prior to the enactment
of the Sarbanes-Oxley Act of 2002. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND  MANAGEMENT  AND  RELATED  STOCKHOLDER  MATTERS - Possible  Change in
Control", below.

Compensation Committee Interlocks and Insider Participation.
------------------------------------------------------------

     No compensation committee members are or have been officers or employees of
Dixon and none had interlocking relationships with any other entities, including
any of the type that would be required to be disclosed in this Report.


                                       6
<PAGE>

Report of the Compensation Committee on Executive Compensation
--------------------------------------------------------------

     The compensation  committee reviews and recommends to the Board any changes
in the  compensation  of all of  Dixon's  executive  officers  except  for Diego
Cespedes Creixell, whose compensation is determined by the board of directors of
Dixon's  Mexican  subsidiary  and  approved  by Dixon's  Chairman  of the Board.
Compensation  for other company  employees is  determined  by Dixon's  executive
officers.

     The salaries of the  executive  officers were not increased in fiscal 2004.
Bonuses were paid to the executive  officers in fiscal 2004 in  accordance  with
Dixon's  existing  Management   Incentive  Program;   however,   Diego  Cespedes
Creixell's bonus was paid as required by his employment agreement.

     During fiscal 2004, the compensation  committee  approved the amendments to
the  employment  agreements  with Dixon's  executive  officers  described  under
"Employment  Agreements",  above,  and the Success  Bonus Plan  described  under
"Success Bonus Plan," above.

     The  foregoing  report is  submitted  by the  members  of the  Compensation
Committee:

                            John Ritenour (Chairman)
                                 Ben Berzin, Jr.
                                   Kent Kramer
                               Wesley D. Scovanner
                               Philip M. Shasteen


                                       7
<PAGE>

Performance Measurement Comparison
----------------------------------

     The graph below compares the five-year total return to stockholders for the
Company common stock with the comparable  return of the two indexes listed.  The
graph assumes that you invested $100 in Company  common stock and in each of the
indexes on September 30, 1998.  Points on the graph represent the performance as
of the last business day of the years indicated.

                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
                        AMONG DIXON TICONDEROGA COMPANY,
                     THE RUSSELL 2000 INDEX AND A PEER GROUP


                                [OBJECT OMITTED]



                                            Cumulative Total Return
                                            -----------------------
                           09-1999  09-2000  09-2001  09-2002  09-2003  09-2004
                           -------  -------  -------  -------  -------  -------
  Dixon Ticonderoga Company 100      56.92     0.77    14.65    43.94    49.60
  Russell 2000              100     123.39    97.22    88.18    20.36   142.96
  Peer Group                100     113.65   103.79   115.15   126.66   137.76

*  $100  invested  on  9/30/99  in  stock  or  index-including  reinvestment  of
dividends. Fiscal year ending September 30.


                                       8
<PAGE>

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          ----------------------------------------------------------------------
          RELATED STOCKHOLDER MATTERS
          ---------------------------

Beneficial Ownership of Shares of Common Stock
----------------------------------------------

     Beneficial  ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to securities. In
computing the number of Shares beneficially owned by a person and the percentage
of ownership held by that person, Shares subject to options and warrants held by
that person that are currently  exercisable or will become exercisable within 60
days are deemed  outstanding,  while these Shares are not deemed outstanding for
computing  the  percentage  ownership of any other  person.  Except as otherwise
indicated below,  Dixon believes,  based on information  furnished to Dixon, the
persons and  entities  named in the table below have sole voting and  investment
power with respect to all Shares beneficially owned.

Share Ownership of Officers and Directors
-----------------------------------------

     The  following  table  shows,  as of  January 4,  2005,  the  Shares  owned
beneficially by the directors and executive officers of Dixon.

                                        Amount and Nature  Percentage
                                          Of Beneficial    Of Voting
         Name of Beneficial Owner           Ownership      Securities
         ------------------------       -----------------  -----------
         Gino N. Pala                      696,070 (1)      21.4%
         Richard F. Joyce                  251,255 (2)       7.7%
         Richard A. Asta                    95,945 (3)       3.0%
         Diego Cespedes Creixell            22,500 (4)        *
         Philip M. Shasteen                 26,269 (5)        *
         Ben Berzin, Jr.                    24,500 (5)        *
         Kent Kramer                        20,500 (5)        *
         Wesley D. Scovanner                 5,000 (8)        *
         John Ritenour                      10,000 (5)        *
         Leonard D. Dahlberg, Jr.           25,894 (6)        *
         John Adornetto                     27,415 (7)        *
         All directors and executive
          Officers as a group            1,230,382 (9)      35.5%

         *  Indicates ownership is less than 1%.

     (1)  Includes  485,670 shares owned  individually,  150,000 shares owned as
          trustee,  and 12,800 shares owned as custodian for  grandchildren.  In
          addition,  includes  an option to purchase  47,600  shares that can be
          exercised within the next sixty days.
     (2)  Includes  options to  purchase  69,000  shares  that can be  exercised
          within the next sixty days; a trust which owns 97,420 shares for which
          Mr.  Joyce's wife acts as Trustee;  shares owned by Mr. Joyce  jointly
          with his wife; shares owned by Mr. Joyce's wife as custodian for their
          children; and shares owned by their children.
     (3)  Includes  options to  purchase  37,800  shares  that can be  exercised
          within the next sixty days.
     (4)  Includes  options to  purchase  22.500  shares  that can be  exercised
          within the next sixty days.
     (5)  Includes  options to  purchase  10,000  shares  that can be  exercised
          within the next sixty days.
     (6)  Includes  options to  purchase  17,800  shares  that can be  exercised
          within the next sixty days.
     (7)  Includes  options to  purchase  15,600  shares  that can be  exercised
          within the next sixty days.
     (8)  Includes options to purchase 5,000 shares that can be exercised within
          the next sixty days.
     (9)  Includes  options to purchase  270,900  shares  that can be  exercised
          within the next sixty days.


                                       9
<PAGE>

Persons Owning More than Five Percent of Dixon Shares of Common Stock.
----------------------------------------------------------------------

     The  following  table shows,  as of January 4, 2005,  all persons  known to
Dixon to be beneficial owners of more than 5% of Dixon's Shares.
<TABLE>
<S>                             <C>     <C>           <C>         <C>           <C>              <C>


                                Voting   Authority    Dispositive Authority   Total Amount of     Percent
      Name and Address          Sole      Shared        Sole       Shared    Beneficial Owners   of Class
      ----------------          ------------------   ---------------------   -----------------   ---------

Gino N. Pala                    47,600(1)     -0-    47,600(1)  648,470(3)       696,070*          21.4%
c/o Dixon Ticonderoga Company
195 International Parkway
Heathrow, FL 32746

Richard F. Joyce                69,000(2)     -0-(3) 69,000(2)  251,255(4)       251,255(2)         7.7%
c/o Dixon Ticonderoga Company
195 International Parkway
Heathrow, FL 32746

Avocet Capital Management L.P.      -0-  217,400         -0-    217,400          217,400            6.8%
5508 Highway 290 West
Suite 207
Austin, TX 78735

Loeb Arbitrage Fund            202,110     6,790    202,110       6,790          208,900            6.5%
Loeb Partners Corporation
Loeb Offshore Fund
61 Broadway
New York, N. Y. 10006

Pencil Acquisition Corp.(5)    911,824        -0-        -0-         -0-         911,824           28.5%
c/o Fila-Fabbrira Italiana
Lapis ed Affini S.p.A
Via Sempione, 2/ C, 20016
Pero (MI), Milan, Italy
</TABLE>

(1)  Includes option to purchase 47,600 shares that can be exercised  within the
     next 60 days.
(2)  Includes option to purchase 69,000 shares that can be exercised  within the
     next 60 days.
(3)  Includes  485,670  shares  owned  individually,  150,000  shares  owned  as
     trustee, and 12,800 shares owned as custodian for grandchildren.
(4)  Includes a trust which owns 97,420  shares for which Mr.  Joyce's wife acts
     as Trustee;  shares owned by Mr. Joyce jointly with his wife;  shares owned
     by Mr.  Joyce's wife as custodian for their  children;  and shares owned by
     their children.
(5)  Under the terms of the Stock Purchase  Agreement,  Messrs.  Pala, Joyce and
     other  stockholders  appointed  designees of the  Purchaser as proxies with
     respect  to voting all shares  beneficially  owned by them,  agreed to vote
     their  shares  in favor of  approval  of the  proposed  transaction  and in
     opposition to any transaction  inconsistent with the proposed  transaction,
     and authorized the proxies to execute and deliver  consents with respect to
     their  shares  upon  any and all such  matters  as each  such  proxy or its
     substitute  shall in its sole  discretion  deem proper.  The Stock Purchase
     Agreement  terminates  in the event the  Merger  Agreement  is  terminated.
     Shares  subject to the Stock  Purchase  Agreement  represent  approximately
     28.5% of the outstanding Shares.

Equity Compensation Plan Information
------------------------------------

     See Note 7 to Consolidated  Financial  Statements  included under Item 8 of
Form 10-K for information related to the Company's stock option plans.


                                       10
<PAGE>
Possible Change in Control
--------------------------

     On December  16,  2004,  Dixon , Fila - Fabbrica  Italiana  Lapis ed Affini
S.p.A., an Italian corporation ("Fila"), and Pencil Acquisition Corp, a Delaware
corporation  and a wholly-owned  subsidiary of Fila (the  "Purchaser"),  entered
into an  Agreement  and Plan of Merger  (the  "Merger  Agreement"),  pursuant to
which, among other things, on January 7, 2005, the Purchaser  commenced an offer
(the "Offer") to purchase for cash all of Dixon's issued and outstanding  shares
of common stock,  par value $1.00 per share, at $7.00 per share. The Purchaser's
obligation to accept the tendered shares for purchase is subject to, among other
conditions  set forth in Annex I of the Merger  Agreement,  there being  validly
tendered and not withdrawn prior to the expiration of the tender offer, at least
66 2/3% of the outstanding shares of Dixon common stock.

     The Merger  Agreement  provides that,  promptly upon the payment for shares
pursuant to the Offer and the Stock Purchase Agreement  (described below), which
represent at least 66 2/3% of the  outstanding  Shares,  the  Purchaser  will be
entitled to designate  such number of  directors,  rounded to the closest  whole
number, of Dixon's Board of Directors, as will give the Purchaser representation
on the Board equal to its proportionate  ownership of the Shares and Dixon must,
either  increase the size of the Board or secure the  resignation of such number
of directors as is necessary to enable the  Purchaser's  designees to be elected
or appointed to the Board and will use its reasonable  best efforts to cause the
Purchaser's  designees  to be  so  elected  or  appointed.  Dixon's  obligations
relating to the its Board are subject to Section  14(f) of the  Exchange Act and
Rule 14f-1 under the Exchange Act.

     The merger is subject to the satisfaction or waiver of certain  conditions,
including, if required, the approval and adoption of the Merger Agreement by the
affirmative  vote of the holders of 66 2/3% of the  outstanding  Shares.  If the
minimum condition is satisfied, the Purchaser would have sufficient voting power
to approve the merger without the affirmative  vote of any other  stockholder of
Dixon. Dixon has agreed, if required,  to cause a meeting of its stockholders to
be held as promptly as practicable  following  consummation of the Offer for the
purposes of considering  and taking action upon the approval and adoption of the
Merger Agreement.  Additionally,  under the Delaware General Corporation Law, if
the Purchaser acquires,  pursuant to the Offer or otherwise, at least 90% of the
outstanding Shares, the Purchaser would be able to complete the Merger without a
vote of Dixon's  stockholders.  The  Purchaser  has agreed to vote its shares in
favor of the approval and adoption of the Merger Agreement.

     Concurrently with the execution and delivery of the Merger Agreement,  Gino
N. Pala and Richard F. Joyce,  Dixon's Co-Chief Executive  Officers,  Richard A.
Asta,  Dixon's Executive Vice President of Finance and Chief Financial  Officer,
Leonard D.  Dahlberg,  Dixon's  Executive  Vice  President of  Operations,  John
Adornetto,  Dixon's Vice  President and Corporate  Controller,  Laura  Hemmings,
Dixon's corporate Secretary, and Deborah Joyce, Mr. Joyce's wife, entered into a
Stock Purchase  Agreement (the "Stock Purchase  Agreement")  with the Purchaser,
pursuant  to  which,  each  of them  agreed  to sell  his or her  shares  to the
Purchaser (or, at the  Purchaser's  request,  to tender his or her shares to the
Purchaser in the Offer),  appointed  designees of the  Purchaser as proxies with
respect to voting all shares  beneficially owned by such person,  agreed to vote
his or her shares in favor of  approval of the merger and in  opposition  to any
transaction  inconsistent with the merger, and authorized the proxies to execute
and deliver  consents with respect to such person's shares upon any and all such
matters as each such proxy or its substitute  shall in its sole  discretion deem
proper.  The  Stock  Purchase  Agreement  terminates  in the  event  the  Merger
Agreement  is  terminated.  Shares  subject  to  the  Stock  Purchase  Agreement
represent  approximately 28% of the outstanding  shares of Dixon common stock as
of January 7, 2005.


                                       11
<PAGE>

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            ----------------------------------------------

     See Item 11. Executive Compensation, for discussion of certain transactions
involving executive officers of the Company.


ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES
            --------------------------------------

Audit Fees
----------

     The  aggregate  fees billed by  PricewaterhouseCoopers  LLP, the  Company's
independent accountants, for professional services rendered for the audit of the
Company's  annual  financial  statements for the fiscal year ended September 30,
2004 and for the reviews of the financial  statements  included in the Company's
Quarterly  Reports on Form 10-Q for the that fiscal year were  $302,000 of which
an aggregate  amount of $121,000  had been billed  through  September  30, 2004.
Audit fees in fiscal 2003 were $254,000.

Financial Information Systems Design and Implementation Fees
------------------------------------------------------------

     PricewaterhouseCoopers  LLP did  not  provide  the  Company  with  services
relating to financial  information  systems  design and  implementation  for the
fiscal year ended September 30, 2004.

All Other Fees
--------------

     The  aggregate  fees  billed  by  PricewaterhouseCoopers  LLP for  services
rendered to the Company,  other than the services  described  above under "Audit
Fees" and "Financial  Information  Systems Design and Implementation  Fees," for
the fiscal year ended  September  30, 2004 and 2003 were  $138,000 and $269,000,
respectively,  and  consisted  principally  of fees for audits of the  Company's
benefit plans and fees for tax related services. In reviewing non-audit services
that may  have  been  provided  by  PricewaterhouseCoopers  LLP,  including  any
services under "Financial  Information  System Design and  Implementation  Fee,"
above,  the Company's Audit Committee  considered  whether the provision of such
services   was    compatible    with    maintaining    the    independence    of
PricewaterhouseCoopers LLP.


                                       12
<PAGE>

                                     PART IV
                                     -------

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
            ------------------------------------------

(a)  Documents filed as part of this report:

     1.   Financial statements

          See  index  under  Item 8.  of Form  10-K,  Financial  Statements  and
          Supplementary Data

(b)  Exhibits

     The following  exhibits are required to be filed as part of this  Amendment
     No. 1 on Form 10-K/A:

     (3)  (i)  Restated Certificate of Incorporation2

     (3)  (ii) Amended and Restated Bylaws1

     (4)  a.   Specimen Certificate of Company Common Stock2

     (4)  b.   Amended and Restated Stock Option Plan3

     (10) b.   12.00% Senior  Subordinated  Notes, Due 2003, Note and Warrant
               Purchase Agreement1

     (10) c.   12.00%  Senior  Subordinated  Notes,  Due 2003,  Common  Stock
               Purchase Warrant Agreement1

     (10) j.   Amendment No. 1 to 12.00% Senior Subordinated Notes, Due 2003,
               Note and Warrant Purchase Agreement.4

     (10) m.   Amendment No. 2 to Note and Warrant Purchase Agreement.5

     (10) n.   Loan and  Security  Agreement  by and among Dixon  Ticonderoga
               Company and its Subsidiaries and Foothill Capital Corporation.6

     (10) o.   Dixon  Ticonderoga  Company  Amended  and  Restated  Note and
               Warrant Purchase Agreement,  12.5% Senior Subordinated Notes, due
               October 3, 2005.6

     (10) p.   Warrant Amendment Agreement.9

     (21)      Subsidiaries of the Company.10

     (23)      Consent of Independent Certified Public Accountants.10

                                       13
<PAGE>

     (31.1)    Chairman   of  the   Board   and   Co-Chief   Executive   Officer
               Certification  pursuant  to  Exchange  Act Rule 13a-14 as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     (31.2)    Vice  Chairman  of  the  Board  and  Co-Chief  Executive  Officer
               Certification  pursuant  to  Exchange  Act Rule 13a-14 as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     (31.3)    Executive Vice President of Finance and Chief  Financial  Officer
               Certification  pursuant  to  Exchange  Act Rule 13a-14 as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     (32.1)    Chairman   of  the   Board   and   Co-Chief   Executive   Officer
               Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (32.2)    Vice  Chairman  of  the  Board  and  Co-Chief  Executive  Officer
               Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (32.3)    Executive Vice President of Finance and Chief  Financial  Officer
               Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (99.A11)  Code of Ethics 8

1Incorporated  by reference to the Company's  Annual Report on Form 10-K for the
year ended September 30, 1996, file number 0-2655, filed in Washington, D.C.

2Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q for
the period ended March 31, 1997, file number 1-8689, filed in Washington, D.C.

3Incorporated  by reference to Appendix 3 to the Company's Proxy Statement dated
January 27, 1997, filed in Washington, D.C.

4Incorporated  by reference to the Company's  Annual Report on Form 10-K for the
year ended September 30, 1999, file number 1-8689, filed in Washington, D.C.

5Incorporated  by reference to the Company's  Annual Report on Form 10-K for the
year ended September 30, 2002, file number 1-8689, filed in Washington, D.C.

6Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q for
the period ended  December 31, 2002,  file number  1-8689,  filed in Washington,
D.C.

7Incorporated  by reference to the Company's  Annual Report on Form 10-K for the
year ended September 30, 2003, file number 1-8689, filed in Washington, D.C.

8Incorporasted  by reference to the Company's Report on Form 10-K/A for the year
ended September 30, 2003, file number 1-8689, filed in Washington, D.C.

                                       14
<PAGE>

9Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q for
the period ended March 31, 2004, file number 1-8689, filed in Washington, D.C.

10Incorporated  by reference to the Company's Annual Report on Form 10-K for the
year ended September 30, 2004, file number 1-8689, filed in Washington, D.C.

                                       15
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of Section 15(d) the Securities and Exchange
Act of 1934,  the Company has duly caused this Amendment No. 1 on Form 10-K/A to
be signed on its behalf by the undersigned, thereunto duly authorized.


                            DIXON TICONDEROGA COMPANY


Date:  January 28, 2005         By:    /s/ GINO N. PALA
       ----------------                ---------------------
                                       Gino N. Pala, Chairman of Board and
                                       Co-Chief Executive Officer



<PAGE>



                                                                    Exhibit 31.1
                                                                    ------------

              CHAIRMAN OF THE BOARD AND CO-CHIEF EXECUTIVE OFFICER
          CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13A-14 AS ADOPTED
           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

I, Gino N. Pala,  Chairman of the Board and Co-Chief  Executive Officer of Dixon
Ticonderoga Company, certify that:

     1. I have reviewed this report on Form 10-K/A of Dixon Ticonderoga Company;

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
statements of a material fact or omit to state a material fact necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls;

     6. The registrant's other certifying  officers and I have indicated in this
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  January 28, 2005         By:    /s/ GINO N. PALA
       ----------------                ----------------
                                       Gino N. Pala
                                       Chairman of Board and Co-Chief
                                       Executive Officer


<PAGE>


                                                                    Exhibit 31.2
                                                                    ------------

              VICE CHAIRMAN OF BOARD AND CO-CHIEF EXECUTIVE OFFICER
          CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13A-14 AS ADOPTED
           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

I,  Richard F.  Joyce,  Vice  Chairman  of Board,  Co-Chief  Executive  Officer,
President and Director of Dixon Ticonderoga Company, certify that:

     1. I have reviewed this report on Form 10-K/A of Dixon Ticonderoga Company;

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
statements of a material fact or omit to state a material fact necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls;

     6. The registrant's other certifying  officers and I have indicated in this
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  January 28, 2005         By:    /s/ RICHARD F. JOYCE
       ----------------                --------------------
                                       Richard F. Joyce, Vice Chairman of Board,
                                       Co-Chief Executive Officer and President



<PAGE>
                                                                   Exhibit 31.3
                                                                   ------------

         EXECUTIVE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
          CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13A-14 AS ADOPTED
           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

I, Richard A. Asta, Executive Vice President of Finance, Chief Financial Officer
and Director of Dixon Ticonderoga Company, certify that:

     1. I have reviewed this report on Form 10-K/A of Dixon Ticonderoga Company;

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
statements of a material fact or omit to state a material fact necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls;

     6. The registrant's other certifying  officers and I have indicated in this
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  January 28, 2005         By:    /s/ RICHARD A. ASTA
       ----------------                -------------------
                                       Richard A. Asta, Executive Vice President
                                       of Finance and Chief Financial Officer

<PAGE>

                                                                    Exhibit 32.1
                                                                    ------------

              CHAIRMAN OF THE BOARD AND CO-CHIEF EXECUTIVE OFFICER
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                       OF THE SARBANES-OXLEY ACT OF 2002.

     In connection with the Report of Dixon Ticonderoga  Company (the "Company")
on Form 10-K/A, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Gino N. Pala, Chairman of Board and Co-Chief Executive
Officer of the Company,  certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  the Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

     A signed  original of this  written  statement  required by Section 906 has
been  provided to the Company and will be retained by the Company and  furnished
to the Securities and Exchange Commission or its staff upon request.


Date:  January 28, 2005         By:    /s/ GINO N. PALA
       ----------------                ----------------
                                       Gino N. Pala
                                       Chairman of Board, Co-Chief Executive
                                       Officer and Director



<PAGE>
                                                                    Exhibit 32.2
                                                                    ------------

              VICE CHAIRMAN OF BOARD AND CO-CHIEF EXECUTIVE OFFICER
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                       OF THE SARBANES-OXLEY ACT OF 2002.

     In connection with the Report of Dixon Ticonderoga  Company (the "Company")
on Form 10-K/A, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"),  I, Richard F. Joyce, Vice Chairman of Board and Co-Chief
Executive Officer of the Company,  certify,  pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  the Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

     A signed  original of this  written  statement  required by Section 906 has
been  provided to the Company and will be retained by the Company and  furnished
to the Securities and Exchange Commission or its staff upon request.


Date:  January 28, 2005         By:    /s/ RICHARD F. JOYCE
       ----------------                --------------------
                                       Richard F. Joyce
                                       Vice Chairman of Board, Co-Chief
                                       Executive Officer and President



<PAGE>


                                                                    Exhibit 32.3
                                                                    ------------

         EXECUTIVE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                       OF THE SARBANES-OXLEY ACT OF 2002.

     In connection with the Report of Dixon Ticonderoga  Company (the "Company")
on Form 10-K/A, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"),  I, Richard A. Asta,  Executive Vice President Of Finance
and Chief  Financial  Officer of the  Company,  certify,  pursuant  to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

     (1)  the Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

     A signed  original of this  written  statement  required by Section 906 has
been  provided to the Company and will be retained by the Company and  furnished
to the Securities and Exchange Commission or its staff upon request.


Date:  January 28, 2005         By:    /s/ RICHARD A. ASTA
       ----------------                -------------------
                                       Richard A. Asta
                                       Executive Vice President of Finance,
                                       Chief Financial Officer and Director