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, 2003   Commission file number  1-8689
                          ------------------                           ------

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

 X     Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
---    Act of 1934 (Fee Required) for the fiscal year ended September 30, 2003.


       Transition Report Pursuant to Section 13 or 15 (d) of the Securities
       Exchange Act of 1934 (No Fee Required) 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 December 31,  2003,  the  aggregate  market
value  of  the  voting  stock  held  by   non-affiliates   of  the  Company  was
$8,862,729.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of December 31, 2003: 3,202,149 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. [ ]

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:  None.

<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, 2003, 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  Dixon  Ticonderoga  Company  Board Of  Directors,  Executive  Officers  And
--------------------------------------------------------------------------------

Committees
----------


Structure
---------

     Our 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.


Directors With Terms Expiring in 2004
-------------------------------------

     GINO N. PALA, 75, 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,  48, 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
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,  52, Chief Executive  Officer,  Insurance  Office of America
(insurance  agency) since 1989. Mr.  Ritenour has been a director of the Company
since 1999.


Directors with Terms Expiring in 2005
-------------------------------------

     PHILIP M. SHASTEEN,  54,  attorney,  stockholder and member of the Board of
Directors of Johnson, Blakely, Pope, Bokor, Ruppel & Burns, LLC (law firm) since
1992. Mr. Shasteen has been a director of the Company since 1986.

     RICHARD  A.  ASTA,  47,  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, 57, 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.
<PAGE>
Directors with Terms Expiring in 2006
-------------------------------------

     BEN BERZIN, JR., 55, Executive Vice President,  PNC Bank, N.A.  (commercial
bank) since 1990. Mr. Berzin has been a director of the Company since 1994.

     KENT KRAMER, 59, 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,  45,  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.


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
---------------

     The  Company's  Audit  Committee   performs   certain   functions  and  has
responsibilities  as set  forth in the  report  below.  Present  members  of the
committee  are Messrs.  Ben Berzin,  Jr.  (Chairman),  Kent Kramer and Wesley D.
Scovanner,  all independent  (as defined in the American Stock Exchange  listing
standards)  members of the Board.  During fiscal 2003,  the committee  held four
meetings.  The audit  committee has adopted a written  charter that outlines its
responsibilities.

     Our Board of  Directors  has  determined  that the Company has at least one
audit committee financial expert serving on its audit committee.  That person is
Mr.  Scovanner  and he has been  determined  to be  independent  as that term is
defined in Item 7 (d) (5) (iv) of Schedule 14A.


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

     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 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.

<PAGE>

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


Director Compensation
---------------------

     Of our current Board members,  Messrs.  Pala,  Joyce, Asta and Cespedes are
salaried employees of the Company.  Board members who are not salaried employees
of Dixon  Ticonderoga  Company receive separate  compensation for Board service.
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,  but no options have been granted to Board members in fiscal 2002
or 2003.  However on December 19, 2003 an option was granted to Board member Wes
Scovanner to purchase 5,000 shares of Company common stock 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
---------------------

     The Company has an employment  agreement  with Mr. Pala which has a rolling
one-year  term until the Company or Mr. Pala  terminates  it. As of December 31,
2003, Mr. Pala is to receive base salary at a rate of not less than $278,800 per
annum,  subject to increase from time to time in accordance with normal business
practices of the Company and, if so increased,  the salary may not be decreased.
Under  the  agreement,  Mr.  Pala is  also  entitled  to  participate  in  other
compensation programs and other benefits of the Company.

     The Company may terminate Mr.  Pala's  employment  for cause (as defined in
the  Agreement),  in which case the  Company  will pay Mr.  Pala his full salary
through the date of termination.  If the Company  terminates the agreement other
than  for  cause  or  other  than  for Mr.  Pala's  disability,  or if Mr.  Pala
terminates the agreement for good reason (as defined in the agreement), Mr. Pala
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 the  Company,  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 Company bonus
            plan or arrangement, for the three full fiscal years of the Company
            immediately preceding the termination.

     The Company 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 minimum salaries as of December 31, 2003, are $225,802,  $196,370 and
$123,690 per annum, respectively.

<PAGE>
Certain Transactions
--------------------

     The Company 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  common  stock  from the
Company at the time that they exercised  stock options.  At the time, the shares
of common stock are sold, 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.


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

     The following  tables show salaries,  bonuses and other  compensation  paid
during the last three fiscal years and aggregate options granted in 2001 for the
Chairman and Co-Chief  Executive  Officer,  the President and Co-Chief Executive
Officer and the Company's other executive  officers.  No options were granted to
executive officers in fiscal 2002 or 2003.

--------------------------------------------------------------------------------
                           Summary Compensation Table
                           --------------------------               Long-Term
                        .........Annual.....Compensation.........  Compensation
                                                                      Awards
-------------------------------------------------------------------------------
                                                       Other        Securities
      Name and                                         Annual       Underlying
Principal Position        Year    Salary    Bonus   Compensation(1) Options (#)
-------------------------------------------------------------------------------
Gino N. Pala               2003  $278,800  $ 52,275   $ 30,680          -0-
  Chairman and Co-Chief    2002  $278,800        -0-  $ 39,846          -0-
  Executive Officer        2001  $278,800  $ 11,000   $ 41,096      26,600
-------------------------------------------------------------------------------
Richard F. Joyce           2003  $225,802  $ 42,338   $ 39,703          -0-
  President and Co-Chief   2002  $225,802        -0-  $ 37,827          -0-
  Executive Officer        2001  $223,269  $  9,393   $ 32,525      31,500
-------------------------------------------------------------------------------
Richard A. Asta            2003  $196,370  $ 34,365   $ 30,751          -0-
  Executive Vice President 2002  $196,370        -0-  $ 34,133          -0-
  of Finance and Chief     2001  $194,423  $  7,549   $ 25,911      19,800
  Financial Officer
-------------------------------------------------------------------------------
Diego Cespedes Creixell    2003  $191,780  $ 33,000   $ 26,229          -0-
  President, Grupo Dixon   2002  $182,939  $ 22,969   $ 11,298          -0-
  S.A. de C.V.             2001  $149,633  $  8,417   $ 21,032      15,000
-------------------------------------------------------------------------------
Leonard D. Dahlberg, Jr.   2003  $123,690  $ 13,915   $ 19,527          -0-
  Executive Vice President 2002  $123,690        -0-  $ 19,179          -0-
  of Operations            2001  $121,896  $  9,277   $ 13,791       7,800
-------------------------------------------------------------------------------
John Adornetto             2003  $121,600  $ 13,680   $ 10,275          -0-
  Vice President and       2002  $121,600        -0-  $ 11,875          -0-
  Corporate Controller     2001  $120,433  $  7,120   $  7,037       8,100
-------------------------------------------------------------------------------

(1)  The totals in this column reflect the aggregate value of the Company
     contributions under a modified 401(k) Thrift Plan, 401(k) Mirror Plan, gain
     from the exercise of stock options and subsidiary stock bonus plan,
     directors fees and perquisites (including personal and non-plan benefits).
<PAGE>
Aggregated Option Exercises in 2003 and 2003 Year-End Option Values
-------------------------------------------------------------------

     No options were  exercised in fiscal 2003.  The  following  table  provides
information  with  respect  to the  shares of Company  common  stock  underlying
options at 2003 fiscal year end.

                                    Number of Securities Underlying
                                    -------------------------------
                                    Unexercised Options at Year-End
                                    -------------------------------

Name                               Exercisable        Unexercisable
----                               ------------       -------------

Gino N. Pala                         44,800                13,300

Richard F. Joyce                     72,000                15,750

Richard A. Asta                      36,900                 9,900

Diego Cespedes Creixell              26,250                   -0-

Leonard D. Dahlberg, Jr.             18,900                 3,900

John Adornetto                       15,300                 4,050


Options Granted in Fiscal 2003
------------------------------

     No options to purchase shares of the Company's Common Stock were granted to
executive officers in fiscal 2003.

<PAGE>

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


Security Ownership of Directors and Executive officers
------------------------------------------------------

     The following  table shows,  as of January 13, 2004, the Dixon  Ticonderoga
Company common stock owned beneficially by the directors, nominees for directors
and executive officers of the Company.
-------------------------------------------------------------------------------
                                             Amount and Nature      Percentage
                                               of Beneficial        of Voting
Name of Beneficial Owner                         Ownership          Securities
-------------------------------------------------------------------------------
Gino N. Pala                                      693,270(1)           21.4%
Richard F. Joyce                                  254,255(2)            7.8%
Richard A. Asta                                    95,045(3)            2.9%
Diego Cespedes Creixell                            26,250(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                                      20,000(5)              *
Leonard D. Dahlberg, Jr.                           26,994(6)              *
John Adornetto                                     26,224(7)              *
All directors and executive officers as a group 1,218,307(9)           35.2%

* Indicates  ownership is less than 1%.

(1)  Includes  253,270  shares  owned by him over  which he has sole  voting and
     investment  power and 440,000 shares over which he has shared voting power.
     In  addition,  includes  an option to  purchase  44,800  shares that can be
     exercised within the next sixty days.
(2)  Includes options to purchase 72,000 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
     shared owned by their children.
(3)  Includes options to purchase 36,900 shares that can be exercised within the
     next sixty days.
(4)  Includes options to purchase 26,250 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 18,900 shares that can be exercised within the
     next sixty days.
(7)  Includes options to purchase 15,300 shares that can be exercised within the
     next sixty days.
(8)  Includes option to purchase 5,000 shares that can be exercised within the
     next sixty days.
(9)  Includes options to purchase 259,150 shares that can be exercised within
     the next sixty days.

<PAGE>

Persons Owning More Than Five Percent Of Dixon Ticonderoga Company Stock
------------------------------------------------------------------------

     The following  table shows,  as of January 13, 2004, all persons we know to
be  "beneficial  owners"  of more than 5% of Dixon  Ticonderoga  Company  common
stock.(1)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                    Voting              Dispositive
                                   Authority             Authority          Total Amount
                                   ---------             ---------         Of Beneficial     Percent
Name and Address                 Sole    Shared         Sole    Shared       Ownership      Of Class
-----------------------------------------------------------------------------------------------------
<S>                            <C>        <C>     <C>    <C>          <C>            <C>           <C>
Gino N. Pala                    253,270*  440,000(2)   693,270*     -0-       693,270*        21.4%
c/o Dixon Ticonderoga Company
195 International Parkway
Heathrow, FL  32746

Richard F. Joyce                114,145** 140,110(3)   114,145** 140,110(3)   254,255**        7.8%
c/o Dixon Ticonderoga Company
195 International Parkway
Heathrow, FL  32746

Avocet Capital Management L.P.  179,700   179,700      179,700   179,700      179,700          5.6%
5508 Highway 290 West
Suite 207
Austin, TX 78735

Jarden Corporation                 -0-    440,000(2)      -0-       -0-       440,000(2)      13.7%
555 Theodore Fremd Avenue
Suite B302
Rye, NY  10580

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, NY  10006

</TABLE>

*    Includes option to purchase 44,800 shares that can be exercised  within the
     next 60 days.

**   Includes option to purchase 72,000 shares that can be exercised  within the
     next 60 days.

(1)  "Beneficial  Ownership" is a technical  term broadly  defined by the SEC to
     mean  more  than  ownership  in the  usual  sense.  So,  for  example,  you
     "beneficially own" Company stock not only if you hold it directly, but also
     if you  indirectly  (through a  relationship,  a position  as a director or
     trustee, or a contract or understanding), have (or share) the power to vote
     the  stock,  or to sell it, or you have the right to  acquire  it within 60
     days.

(2)  On January 9, 2004,  Gino N. Pala  granted an option to vote under  certain
     circumstances 440,000 shares to Jarden Corporation. The option was reported
     on a Form 8-K filed by the Company on January 12, 2004.

(3)  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 shared owned by
     their children.

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

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

<PAGE>

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,
2003 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  $254,000 of
which an aggregate amount of $148,000 had been billed through  September 30,
2003.  Audit fees in fiscal 2002 were $227,500.


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, 2003.


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, 2003 and 2002 were  $269,000 and $108,000,
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    f
PricewaterhouseCoopers LLP.

<PAGE>
                                     PART IV
                                     -------

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
------------------------------------------------------------------------

(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

      2.   Exhibits

           The following exhibits are required to be filed as part of this
           Annual Report on Form 10-K/A:

           (2)      c. Asset Purchase Agreement dated December 23, 2002, between
                    Dixon  Ticonderoga   Company,   as  Seller  and  New  Castle
                    Refractories Company, Inc., Inc., as Buyer with addenda.7

           (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

           (21)     Subsidiaries of the Company.7

           (23)     Consent of Independent Certified Public Accountants.7
<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 2002.7

           (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 2002.7

           (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
                    2002.7

           (99.A11) Code of Ethics

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 0-2655, 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 0-2655, 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 0-2655, 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  0-2655,  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 0-2655, filed in Washington, D.C.

(b) Reports on Form 8-K:

          On August 15, 2003,  the Company filed a Form 8-K which included as an
          exhibit its press  release dated August 13, 2003,  regarding its third
          fiscal quarter results.

<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of Section 15(d) of the Securities  Exchange
Act of 1934, the Company has duly caused this Annual Report on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                      DIXON TICONDEROGA COMPANY


                                      /s/  Gino N. Pala
                                      -----------------------------
                                      Gino N. Pala, Chairman of Board and
                                      Co-Chief Executive Officer

Dated:  January 28, 2004