SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM 10-Q


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


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2003

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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


                          Commission file number 1-8689

                            DIXON TICONDEROGA COMPANY
               Incorporated pursuant to the Laws of Delaware State


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


        Internal Revenue Service -- Employer Identification No. 23-0973760

                  195 International Parkway, Heathrow, FL 32746
                                 (407) 829-9000

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

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

The total  number of shares of the  registrant's  Common  Stock,  $1 par  value,
outstanding on March 31, 2003, was 3,192,832.






                   DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
                   ------------------------------------------

                                      INDEX
                                      -----


                                                                            Page
                                                                            ----

       PART  I.  FINANCIAL INFORMATION

       Item 1.   Financial Information

                 Consolidated Balance Sheets --
                 March 31, 2003 and September 30, 2002                         3

                 Consolidated Statements of Operations -- For The
                 Three and Six Months Ended March 31, 2003 and 2002            4

                 Consolidated Statements of Comprehensive Income
                 (Loss) -- For The Three and Six Months Ended March            5
                 31, 2003 and 2002

                 Consolidated Statements of Cash Flows -- For The
                 Six Months Ended March 31, 2003 and 2002                      6

                 Notes to Consolidated Financial Statements                 7-10

       Item 2.   Management's Discussion and Analysis of
                 Financial Condition and Results of Operations             11-14

       Item 3.   Quantitative and Qualitative  Disclosures About Market       15
                 Risk

       PART II.  OTHER INFORMATION

       Item 4.   Submission of Matters to a Vote of Security Holders          16

       Item 6.   Exhibits and Reports on Form 8-K                          16-18

                 Signatures                                                   19

                 Certifications                                            20-23




                                       2



                         PART I - FINANCIAL INFORMATION
                         ------------------------------
Item 1.
                   DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
                   ------------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                                             March 31, 2003        September 30,
                                              (Unaudited)              2002
                                            ---------------      ---------------
    ASSETS
    ------
CURRENT ASSETS:
  Cash and cash equivalents                  $     528,186        $   2,589,493
  Receivables,   less   allowance  for
   doubtful  accounts of $1,360,643 at
   March 31, 2003 $1,381,780 at
   September 30, 2002                           27,015,766           29,179,803
  Inventories                                   32,425,247           28,761,337
  Other current assets                           3,009,970            3,914,817
                                            ---------------      ---------------
   Total current assets                         62,979,169           64,445,450
PROPERTY, PLANT AND EQUIPMENT:
  Land and buildings                            10,909,779           10,881,021
  Machinery and equipment                       13,988,566           16,948,612
  Furniture and fixtures                         1,530,263            1,607,449
                                            ---------------      ---------------
                                                26,428,608           29,437,082
  Less accumulated depreciation                (17,073,773)         (19,641,894)
                                            ---------------      ---------------
                                                 9,354,835            9,795,188
                                            ---------------      ---------------
OTHER ASSETS                                     7,775,227            7,872,957
                                            ---------------      ---------------
                                             $  80,109,231        $  82,113,595
                                            ===============      ===============

    LIABILITIES AND SHAREHOLDERS' EQUITY
    ------------------------------------
CURRENT LIABILITIES:
  Notes payable                              $   9,262,046        $   7,463,458
  Current maturities of long-term debt          18,235,597           12,341,735
  Accounts payable                               8,786,906            8,819,499
  Accrued liabilities                            5,318,792           12,485,494
                                            ---------------      ---------------
   Total current liabilities                    41,603,341           41,110,186
                                            ---------------      ---------------

LONG-TERM DEBT                                  14,926,228           16,383,106
                                            ---------------      ---------------

DEFERRED INCOME TAXES AND OTHER                  1,486,046            1,183,467
                                            ---------------      ---------------

MINORITY INTEREST                                  563,520              583,841
                                            ---------------      ---------------

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
  Preferred stock, par $1, authorized
   100,000 shares, none issued                         --                   --
  Common stock, par $1, authorized 8,000,000
   shares; issued 3,710,309 shares in
   2003 and 2002                                 3,710,309            3,710,309
  Capital in excess of par value                 3,593,826            3,593,826
  Retained earnings                             24,068,906           25,107,752
  Accumulated other comprehensive loss          (5,924,315)          (5,640,262)
                                            ---------------      ---------------
                                                25,448,726           26,771,625
Less shareholder loans                            (557,721)            (557,721)
Less - treasury stock, at cost
  (517,477 shares)                              (3,360,909)          (3,360,909)
                                            ---------------      ---------------
                                                21,530,096           22,852,995
                                            ---------------      ---------------
                                             $  80,109,231        $  82,113,595
                                            ===============      ===============

                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       3



                   DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
                   ------------------------------------------
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                -------------------------------------------------
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
           ----------------------------------------------------------



                                         THREE MONTHS ENDED            SIX MONTHS ENDED
                                             MARCH 31,                    MARCH 31,
                                        2003           2002          2003           2002
                                        ----           ----          ----           ----
                                                               
REVENUES                             $18,892,890    $17,928,217   $34,762,680    $35,424,425
                                     ------------   ------------  ------------   ------------
COST AND EXPENSES:
  Cost of goods sold                  11,047,589     11,813,650    21,504,845     23,122,657
  Selling and administrative expenses  6,753,058      5,919,676    12,481,294     12,533,123
  Provision for restructuring and
   related costs                         229,138        150,951       303,688        325,801
  Debt refinancing costs                     --             --        624,662            --
                                     ------------   ------------  ------------   ------------
                                      18,029,785     17,884,277    34,914,489     35,981,581
                                     ------------   ------------  ------------   ------------
OPERATING INCOME (LOSS)                  863,105         43,940      (151,809)      (557,156)
OTHER INCOME                                 --             --        440,820        252,676
INTEREST EXPENSE                        (857,847)      (931,675)   (1,662,074)    (1,806,176)
                                     ------------   ------------  ------------   ------------
INCOME (LOSS) FROM CONTINUING
  OPERATIONS BEFORE INCOME TAX
  BENEFIT AND MINORITY INTEREST            5,258       (887,735)   (1,373,063)    (2,110,656)
INCOME TAX BENEFIT                      (155,983)      (247,053)     (592,536)      (700,967)
MINORITY INTEREST                         16,119         15,414         6,881         21,018
                                     ------------   ------------  ------------   ------------

INCOME (LOSS) FROM CONTINUING
  OPERATIONS                             145,122       (656,096)     (787,408)    (1,430,707)
DISCONTINUED OPERATIONS, NET OF
  INCOME TAXES                          (251,438)       130,806      (251,438)       130,806
                                     ------------   ------------  ------------   ------------
NET LOSS                             $  (106,316)   $  (525,290)  $(1,038,846)   $(1,299,901)
                                     ============   ============  ============   ============

EARNINGS (LOSS) PER COMMON SHARE
  (BASIC):
  Continuing operations              $      0.05    $     (0.21)  $     (0.25)   $     (0.45)
  Discontinued operations                  (0.08)          0.04         (0.08)          0.04
                                     ------------   ------------  ------------   ------------
  Net income (loss)                  $     (0.03)   $     (0.17)  $     (0.33)   $     (0.41)
                                     ============   ============  ============   ============

EARNINGS (LOSS) PER COMMON SHARE
  (DILUTED):
  Continuing operations              $      0.05    $     (0.21)  $     (0.25)   $     (0.45)
  Discontinued operations                  (0.08)          0.04         (0.08)          0.04
                                     ------------   ------------  ------------   ------------
  Net income (loss)                  $     (0.03)   $     (0.17)  $     (0.33)   $     (0.41)
                                     ============   ============  ============   ============

Shares Outstanding:
  Basic                                3,192,832      3,177,462     3,192,832      3,177,462
                                     ============   ============  ============   ============
  Diluted                              3,192,832      3,177,462     3,192,832      3,177,462
                                     ============   ============  ============   ============





           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.

                                       4



                   DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
                   ------------------------------------------
       CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
       ------------------------------------------------------------------
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
           ----------------------------------------------------------


                                       THREE MONTHS ENDED           SIX MONTHS ENDED
                                            MARCH 31,                   MARCH 31,
                                    -------------------------   ---------------------------
                                      2003           2002           2003           2002
                                    -----------   -----------   -------------  ------------
                                                                
NET LOSS                            $ (106,316)   $ (525,290)   $ (1,038,846)  $ (1,299,901)

OTHER COMPREHENSIVE INCOME (LOSS):

Current   period   adjustment  to
  recognize  fair  value  of cash
  flow hedges                           23,390        79,706          37,647        150,969

Foreign   currency    translation
  adjustments                          146,804       244,333        (321,700)       902,511
                                    -----------   -----------   -------------  ------------

COMPREHENSIVE INCOME (LOSS)         $   63,878    $ (201,251)   $ (1,322,899)  $   (246,421)
                                    ===========   ===========   =============  ============

























           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.


                                       5


                  DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
                  ------------------------------------------
              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              -------------------------------------------------
               FOR THE SIX MONTHS ENDED MARCH 31, 2003 AND 2002
               ------------------------------------------------


                                                        2003              2002
                                                   ----------------  ---------------
                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations                  $   (787,408)     $(1,430,707)
Net income (loss) from discontinued operations           (251,438)         130,806
Adjustment to reconcile net income (loss) to
  net cash used in operating activities:
  Depreciation and amortization                         1,197,665        1,136,844
  Deferred taxes                                          497,432           60,987
  Provision for doubtful accounts receivable              236,856          109,935
  Gain on sale of assets                                      --          (208,290)
  Gain attributable to foreign currency exchange          (45,675)          (3,595)
  Income attributable to minority interest                  6,881           21,018
  Changes in assets and liabilities:
   Receivables, net                                     1,667,022        2,542,287
   Inventories                                         (3,866,556)         476,966
   Other current assets                                 1,089,308          (77,469)
   Accounts payable and accrued liabilities            (7,081,707)      (3,641,961)
   Other assets                                            82,466         (715,993)
                                                   ----------------  ---------------
Net cash used in operations                            (7,255,154)      (1,599,202)
                                                   ----------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of plant and equipment, net                    (746,501)        (779,936)
Proceeds on sale of assets                                                 208,290
                                                         --
                                                   ----------------  ---------------
Net cash used in investing activities                    (746,501)        (571,646)
                                                   ----------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from notes payable                         2,166,530        2,049,647
Net proceeds from (principal reductions of)
  long-term debt                                        4,436,984          (85,713)
Debt refinancing costs                                   (549,193)             --
Other non-current liabilities                             (99,745)         (16,194)
                                                   ----------------  ---------------
Net cash provided by financing activities               5,954,576        1,947,740
                                                   ----------------  ---------------
Effect of exchange rate changes on cash                   (14,228)         (17,517)
                                                   ----------------  ---------------
Net decrease in cash and cash equivalents              (2,061,307)        (240,625)

Cash and cash equivalents, beginning of period          2,589,493          844,299
                                                   ----------------  ---------------
Cash and cash equivalents, end of period             $    528,186      $   603,674
                                                   ================  ===============
Supplemental Disclosures:
  Cash paid during the period:
   Interest                                          $  3,326,285      $ 2,185,008
   Income taxes                                           548,014          789,104





           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.

                                       6


                  DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
                  ------------------------------------------
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------


1.   BASIS OF PRESENTATION:

     The condensed  consolidated  financial statements included herein have been
     prepared  by  the  Company,  without  audit,  pursuant  to  the  rules  and
     regulations of the Securities and Exchange Commission.  Certain information
     and footnote disclosures normally included in financial statements prepared
     in accordance  with  generally  accepted  accounting  principles  have been
     condensed or omitted pursuant to such rules and  regulations,  although the
     Company  believes that the disclosures are adequate to make the information
     presented not misleading.  It is suggested that these financial  statements
     be read in conjunction with the financial  statements and the notes thereto
     included in the Company's latest annual report on Form 10-K. In the opinion
     of the  Company,  all  adjustments  (solely of a normal  recurring  nature)
     necessary to present  fairly the  financial  position of Dixon  Ticonderoga
     Company and  subsidiaries  as of March 31,  2003,  and the results of their
     operations and cash flows for the three and six months ended March 31, 2003
     and 2002,  have been  included.  The results of operations for such interim
     periods are not necessarily indicative of the results for the entire year.

     In August 2001,  the Emerging  Issues Task Force  ("EITF")  issued EITF No.
     01-02,  "Accounting  for  Consideration  Given by Vendor to a Customer or a
     Reseller of Vendor's  Product",  which  codified  and  reconciled  the Task
     Force's   consensuses  in  EITF  00-14,   "Accounting   for  Certain  Sales
     Incentives",  EITF 00-22,  "Accounting  for Points and  Certain  Other Time
     Based Sales Incentives or Volume Based Sales Incentive  Offers,  and Offers
     of Free Products or Services to Be Delivered in the Future", and ETF 00-25,
     "Vendor  Income  Statement  Characterization  of  Consideration  Paid  to a
     Reseller  of  the  Vendor's  Products".  These  EITF's  prescribe  guidance
     regarding the timing of recognition and income statement  classification of
     costs inured for certain  sales  incentive  programs to  resellers  and end
     consumers.  The  adoption  of EITF No.  01-09 had no impact on  results  of
     operations.  The Consolidated Statement of Operations for the three and six
     months ended March 31, 2002 has been  reclassified to reflect certain sales
     incentives as reductions of gross revenue that were  previously  classified
     as selling expenses.

     Certain other prior year amounts have been reclassified to conform with the
     current year classifications.

2.   INVENTORIES:

     Since  amounts  for  inventories  under the LIFO method are based on annual
     determinations  of  quantities  and costs as of the end of the fiscal year,
     the  inventories at March 31, 2003 (for which the LIFO method of accounting
     are used) are based on certain  estimates  relating to quantities and costs
     as of year end.

     Inventories consist of (in thousands):

                                                 March 31,      September 30,
                                                   2003             2002
                                                ----------     --------------
            Raw materials                        $ 10,742         $ 11,014
            Work in process                         3,281            2,718
            Finished goods                         18,402           15,029
                                                ----------     --------------
                                                 $ 32,425         $ 28,761
                                                ==========     ==============

3.   RECENT ACCOUNTING PRONOUNCEMENTS:

     In April  2002,  the FASB  issued  Statement  No. 145  "Rescission  of FASB
     Statements  No. 4, 44 and 64,  Amendment  of FASB  Statement  No.  13,  and
     Technical   Corrections".   The  statement  addresses  the  accounting  for
     extinguishment  of debt,  sale-leaseback  transactions  and  certain  lease
     modifications.  The statement is effective for transactions occurring after
     May 15, 2002. The Company does not expect the adoption of Statement No. 145
     to have a material impact on the Company's  future results of operations or
     financial position.

     In July 2002,  the FASB issued  Statement  No. 146,  "Accounting  for Costs
     Associated  with Exit or  Disposal  Activities".  The  statement  addresses
     financial  accounting  and  reporting  for  costs  associated  with exit or
     disposal  activities  and  nullifies  Emerging  Issues Task Force Issue No.
     94-3, "Liability  Recognition for Certain Employee Termination Benefits and

                                       7


     Other  Costs to Exit an Activity  (Including  Certain  Costs  Incurred in a
     Restructuring)." The provisions of Statement No. 146 are effective for exit
     or disposal  activities  that are initiated  after  December 31, 2002.  The
     Company  does not  expect  the  adoption  of  Statement  No.  146 to have a
     material impact on the Company's  future results of operations or financial
     position.

     In  November  2002,  the FASB  issued  FASB  Interpretation  No.  (FIN) 45,
     Guarantor's   Accounting  and  Disclosure   Requirements   for  Guarantees,
     Including Indirect  Guarantees of Indebtedness of Others. FIN 45 elaborates
     on the disclosures to be made by a guarantor  about its  obligations  under
     certain  guarantees that it has issued.  It also clarifies that a guarantor
     is required to recognize,  at the inception of a guarantee, a liability for
     the fair value of the obligation  undertaken in issuing the guarantee.  The
     recognition and measurement provisions of this Interpretation are effective
     for all guarantees  issued or modified after December 31, 2002. The Company
     has no guarantees of others which require recognition or disclosure at this
     time.

     In December  2002,  the FASB issued  Statement  No.  148,  "Accounting  for
     Stock-Based  Compensation  -  Transition  and  Disclosure,"  amending  FASB
     Statement  No.  123,   "Accounting  for  Stock-based   Compensation."  This
     statement  provides  two  additional  alternative  transition  methods  for
     recognizing  an  entity's  voluntary  decision  to  change  its  method  of
     accounting for stock-based employee  compensation to the fair-value method.
     In addition,  the  statement  amends the  disclosure  requirements  of FASB
     Statement  No. 123 so that  entities  will have to (1) make  more-prominent
     disclosures  regarding the pro forma effects of using the fair-value method
     of accounting for stock-based  compensation,  (2) present those disclosures
     in a more  accessible  format  in the  footnotes  to the  annual  financial
     statements,   and  (3)  include  those  disclosures  in  interim  financial
     statements.  Statement No. 148's  transition  guidance and  provisions  for
     annual disclosures are effective for fiscal years ending after December 15,
     2002; earlier  application is permitted.  The provisions for interim-period
     disclosures  are  effective for  financial  reports that contain  financial
     statements for interim  periods  beginning after December 15, 2002, and are
     included herein as Note 8.

4.   RESTRUCTURING AND RELATED COSTS:

     In  fiscal  2002,  the  Company  provided   approximately   $1,155,000  for
     restructuring and improvement related costs in connection with Phase 3 (the
     final  phase)  of its  Restructuring  and  Cost  Reduction  Program,  which
     includes a plant  closure and further  consolidation  of its  manufacturing
     operations  into the Company's  Mexico  facility and  additional  personnel
     reductions,   primarily  in  manufacturing  and  corporate  activities.  An
     additional 120 employees  (principally  plant workers) were affected by the
     final phase of the program.  The carrying amount of additional  property to
     be held for disposal at completion of Phase 3 is approximately $200,000.

     In the period  ended March 31,  2003,  the Company  incurred  approximately
     $304,000   in   additional   restructuring   costs   associated   with  the
     consolidation of certain  manufacturing  operations.  The restructuring and
     impairment related charges  (principally  severances,  other employee costs
     and contractual  obligations) and utilization  since September 30, 2002 are
     summarized below (in thousands):


                                      Employee severance
                                      and related costs      Other      Total
                                      ------------------    --------   --------
    Reserve balances at
      September 30, 2002                    $ 1,110          $ 45      $ 1,155

    Period ended March 31, 2003
      restructuring and related charges         --            304          304

    Payments in quarter
      ended March 31, 2003                     (791)         (307)      (1,098)
                                      ------------------    --------   --------
    Reserve balances at
      March 31, 2003                        $   319          $ 42       $  361
                                      ==================    ========   ========

                                       8


5.   DEBT FINANCING COSTS:

     In connection with the completion of its debt  restructuring  on October 3,
     2002, the Company  expensed  approximately  $625,000 of deferred  financing
     costs associated with its previous senior debt with a consortium of lenders
     (which was repaid) and its previous  subordinated  debt  agreements  (which
     were substantially modified).

6.   LINE OF BUSINESS REPORTING:

     Due to the  Company's  plan to exit the  Industrial  Group  (Note  7),  the
     Company's  continuing  operations  consist only of one  principal  business
     segment - its Consumer Group. The following  information sets forth certain
     additional  data  pertaining to its  operations for the three and six-month
     periods ended March 31, 2003 and 2002 (in thousands).


                                 Three Months               Six Months
                          -------------------------- -------------------------
                                        Operating                   Operating
                            Revenues   Profit (Loss)  Revenues    Profit (Loss)
                          ------------ ------------- ------------ -------------
       2003:
          United States    $ 10,026     $  (560)      $ 19,505      $ (1,619)
          Canada              1,543          (4)         3,283           158
          Mexico              6,940       1,129         11,284         1,040
          United Kingdom        307          16            593            22
          China                  77         282             98           247
                          ------------ ------------- ------------  ------------
                           $ 18,893     $   863       $ 34,763      $   (152)
                          ============ ============= ============ =============
       2002:
          United States    $  8,946     $  (898)      $ 19,613      $ (1,710)
          Canada              1,674          87          3,496           211
          Mexico              7,076         806         11,833           871
          United Kingdom        227          (3)           459            (8)
          China                   5          52             23            79
                          ------------ ------------- ------------ -------------
                           $ 17,928     $    44       $ 35,424      $   (557)
                          ============ ============= ============ =============

     The  United  States  operating  loss in each  period  includes  unallocated
     corporate expenses and debt refinancing costs in the 2003 six-month period.

7.   DISCONTINUED OPERATIONS:

     In September  2001,  the Company  formalized its decision to offer for sale
     its New Castle Refractories  division,  the last business of its Industrial
     Group. In December 2002, the Company entered into an agreement to sell this
     division to local  management.  The transaction is expected to close in the
     third  quarter of fiscal  2003.  Provision  has been made for the  expected
     operating  losses of the  Industrial  Group  through the expected  disposal
     date,  including  additional  provisions in the period ended March 31, 2003
     discussed below.



                                       9


     Income (loss) from  discontinued  operations in the accompanying  financial
     statements are as follows (in thousands):

                                       Three Months Ended      Six Months Ended
                                           March 31,              March 31,
                                    ---------------------  ---------------------
                                      2003        2002       2003        2002
                                    ---------  ----------  ---------  ----------
Income from discontinued
  operations before income taxes     $  (371)   $  208      $  (371)   $  208
Income taxes (benefit)                  (120)       77         (120)       77
                                    ---------  ----------  ---------  ----------
Income (loss) from discontinued
  operations                         $  (251)   $  131      $  (251)   $  131
                                    =========  ==========  =========  ==========

Earnings (loss) per share (basic)    $ (0.08)   $ 0.04      $ (0.08)   $ 0.04
                                    =========  ==========  =========  ==========

Earnings (loss) per share (diluted)  $ (0.08)   $ 0.04      $ (0.08)   $ 0.04
                                    =========  ==========  =========  ==========

     The Company recognized losses in excess of amounts previously  provided for
     discontinued operations due to higher than expected energy costs during the
     three months ended March 31, 2003.  The Company  recorded a pre-tax gain of
     $208 on the sale of idle real estate in the three-month  period ended March
     31, 2002.

     Assets and liabilities relating to discontinued  operations and included in
     the accompanying consolidated balance sheets are as follows (in thousands):

                                               March 31,    September 30,
                                                 2003           2002
                                              ------------  --------------
      Current assets                             $ 4,106       $ 3,905
      Property, plant and equipment, net             344           386
      Current liabilities                         (1,607)       (1,254)
      Long-term liabilities and other, net          (713)         (813)
                                              ------------  --------------
      Net assets of discontinued operations      $ 2,130       $ 2,224
                                              ============  ==============


8.   STOCK OPTIONS - PRO FORMA DISCLOSURES:

     The Company has adopted the  disclosure-only  provisions of FASB Statements
     No. 123 and No. 148, and,  accordingly,  there is no  compensation  expense
     recognized  for its  stock  option  plans.  Pro forma net loss and loss per
     share would have been as follows if the fair value  estimates  were used to
     record compensation expense:



                                         Three Months Ended            Six Months Ended
                                             March 31,                    March 31,
                                        2003          2002           2003           2002
                                       -----------  -----------  -------------  -------------
                                                                                

  Net loss reported                     $(106,316)   $(525,290)   $(1,038,846)   $(1,299,901)
  Estimated stock compensation expense     22,747       25,608         45,494         51,215
                                       -----------  -----------  -------------  -------------
  Pro forma net loss                    $(129,063)   $(550,898)   $(1,084,340)   $(1,351,116)
                                       ===========  ===========  =============  =============
  Loss per share:
      Basic                             $    (.04)   $    (.17)   $      (.34)   $      (.43)
                                       ===========  ===========  =============  =============
      Diluted                           $    (.04)   $    (.17)   $      (.34)   $      (.43)
                                       ===========  ===========  =============  =============



                                       10


Item 2.
-------

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     ---------------------------------------
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

RESULTS OF OPERATIONS
---------------------

     REVENUES for the quarter ended March 31, 2003  increased  $965,000 from the
same period last year. The changes are as follows:

                               Increase           % Increase (Decrease)
                              (Decrease)     ------------------------------
                            (in thousands)   Total    Volume   Price/Mix
                            --------------   -----    ------   ---------
         U.S. Consumer         $ 1,080         12        14      (2)
         Foreign Consumer         (115)        (1)       (5)      4

     U.S. Consumer revenue increased as anticipated due to delayed purchasing by
large educational  wholesalers  seeking to reduce inventory levels at the end of
the calendar year.  Foreign revenue decreased slightly in Canada and Mexico with
small increases in China and the U.K.
     Revenues for the six months ended March 31, 2003  decreased  $662,000  from
the same period last year. The changes are as follows:

                               Increase           % Increase (Decrease)
                              (Decrease)     ------------------------------
                            (in thousands)   Total    Volume   Price/Mix
                            --------------   -----    ------   ---------
         U.S. Consumer          $ (108)        (1)        1      (2)
         Foreign Consumer         (554)        (4)       (7)      3

     Foreign  Consumer  revenue   decreased  due  principally  to  lower  volume
reflecting deferred shipments in the mass retail channel.  Price increases and a
favorable mix of products sold more than offset a 15% devaluation of the Mexican
peso as  compared  to the U.S.  dollar  (which  had an  effect  in  excess of $1
million).
     While  the  Company  has  operations  in  Canada,   Mexico  and  the  U.K.,
historically only the operating results in Mexico have been materially  impacted
by  currency  fluctuations.  There  has been a  significant  devaluation  of the
Mexican peso at least once in each of the last three decades, the last one being
in  August  of  1998.  In the  short  term  after  such  devaluations,  consumer
confidence has been shaken, leading to an immediate reduction in revenues in the
months  following the  devaluation.  Then, after the immediate shock, and as the
peso  stabilizes,  revenues tend to grow.  Selling  prices tend to rise over the
long term to offset any  inflationary  increases in costs.  The peso, as well as
any currency  value,  depends on many  factors  including  international  trade,
investor  confidence  and  government  policy,  to name a few. These factors are
impossible for the Company to predict, and thus, an estimate of potential effect
on results of operations  for the future  cannot be made.  This currency risk in
Mexico is presently managed through  occasional  foreign currency hedges,  local
currency financing and by export sales to the U.S. denominated in U.S. dollars.
     OPERATING   INCOME   increased   $819,000  from  the  prior  year  quarter.
Restructuring costs increased $78,000 during the quarter,  consisting  primarily
of facility and freight costs related to manufacturing consolidation activities.
U.S. operating income increased $338,000 on higher revenue and increased margins
due to the  favorable  impact  of  consolidation  and  cost  reduction  efforts,
partially offset by increased freight costs.  Foreign operating income increased
$481,000 due in part to higher margins from favorable pricing and product mix as
well as  manufacturing  efficiencies  and lower wood costs  associated  with the
China  operation.  These  factors  contributed  to a decrease in overall cost of
goods sold (58.5% of revenues as compared to 65.9% of revenues in the prior year
quarter).  However,  consolidated selling and administrative  expenses increased
during the period  (35.7% of  revenues  compared  with 33.0% of  revenues in the
prior year period). The increase is attributable to the aforementioned  increase
in freight costs, as well as higher Mexico salaries and benefits.
     Operating  loss in the six months ended March 31, 2003  decreased  $405,000
from the same  period  last year  despite  $625,000  in debt  refinancing  costs
expensed this year. U.S. Consumer operating income improved $716,000  (excluding
debt  refinancing   costs).   Lower  manufacturing  costs  due  to  the  ongoing
consolidation  and  cost  reduction  efforts  contributed  to this  improvement.
Foreign Consumer  operating income increased  $320,000 on favorable  pricing and
product mix in Mexico.  These factors led to lower overall cost of goods sold in
the period  (61.9% of revenues  as compared  with 65.3% of revenues in the prior
year period).

                                       11


     OTHER  INCOME  represents  import  duty  rebates  received  in each  period
presented. Similar receipts in the future are subject to Federal legislation and
the activities of various foreign pencil manufacturers.
     INTEREST EXPENSE decreased $74,000 and $144,000 in the three and six months
ended March 31, 2003, respectively, due to decreased average borrowings.
     INCOME TAX  benefit  decreased  $91,000  and  $108,000 in the three and six
months ended March 31, 2003, respectively.  The changes in before tax profit and
lower  foreign tax rates  (including  temporary  relief from  taxation in China)
contributed to these changes.
     MINORITY  INTEREST  represents  approximately  3% of the net  results  from
operations of the Company's Mexico subsidiary.
     DISCONTINUED  OPERATIONS  decreased  $382,000  in the three and six  months
ended  March 31,  2003 as a result of  additional  provisions  for  higher  than
anticipated  energy costs for the Company's  refractories  business in the three
and six months ended March 31, 2003, compared to a gain on the sale of idle real
estate in the prior three and six month periods.

CURRENT ECONOMIC ENVIRONMENT AND EVENTS
---------------------------------------

     Although  not  directly  impacted by recent  events in the U.S. and abroad,
management  believes that softening  economic  conditions have recently affected
and could  continue  to affect the retail  mass or other  markets  served by the
Company's  Consumer Group and thus could lead to reduced  overall  revenues.  In
addition,  certain  expenses  that have risen  recently  (such as insurance  and
energy costs) could continue to trend  significantly  higher in the coming years
due to recent events.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     The  Company's  cash  flows used in  operating  activities  increased  $5.7
million in the six months ended March 31, 2003.  Cash flows used in  operations,
attributable to inventories,  increased $4.3 million over the prior year period.
Safety stocks manufactured as a result of the Company's continuing consolidation
activities   and  increased   purchases  to  build  up  Mexico   inventories  in
anticipation of higher  back-to-school  orders contributed to this increase.  In
addition,  significantly  higher  cash  flows  were used to  extinguish  certain
liabilities  (including deferred accrued interest and restructuring  accruals in
connection with the aforementioned manufacturing plant consolidations).
     The  Company's  fiscal 2003  investing  activities  included  approximately
$747,000 in net purchases of property and equipment, compared to $780,000 in the
prior year period.  Generally,  all major capital projects are  discretionary in
nature and thus no material purchase commitments exist. Capital expenditures are
usually  funded  from   operations   and  existing   financing  or  new  leasing
arrangements.
     On October 3, 2002, the Company completed a financing  agreement with a new
senior lender and its existing  subordinated  lenders to restructure its present
U.S.  debt through  fiscal 2005.  Foothill  Capital  Corporation  has provided a
three-year  $28 million  senior  debt  facility  which  replaces  the  Company's
previous  senior  debt  with a  consortium  of  lenders.  The  new  senior  debt
arrangement  provides  approximately  $5 million in  increased  working  capital
liquidity for operations and to make certain subordinated debt payments.
     The senior debt facility includes a $25 million revolving loan, which bears
interest at either the prime rate,  plus 0.75%,  or the  prevailing  LIBOR rate,
plus 3.5%.  Borrowings  under the revolving  loan are based upon 85% of eligible
U.S.  and Canada  accounts  receivable,  as  defined;  50% of  certain  accounts
receivable having extended payment terms; and varying advance rates for U.S. and
Canada raw materials and finished goods inventories.  The facility also includes
term loans aggregating $3 million, which bear interest at either the prime rate,
plus 1.5%, or the prevailing LIBOR rate, plus 4.25%.  These loans are payable in
monthly  installments  of  $50,000,  plus  interest,  with the  balance due in a
balloon  payment in October 2005. The loan agreement also contains  restrictions
regarding  the  payment  of  dividends  as well as  subordinated  debt  payments
(discussed  below), a requirement to maintain a minimum level of earnings before
interest, taxes, depreciation and amortization and net worth and a limitation on
the amount of annual capital expenditures.  To better balance and manage overall
interest rate exposure,  the Company  previously  executed an interest rate swap
agreement  that  effectively  fixed the rate of  interest  on $8  million of its
variable rate debt at 8.98% through August 2005.
     These  financing  arrangements  are  collateralized  by  the  tangible  and
intangible  assets  of  the  U.S.  and  Canada  operations  (including  accounts
receivable,  inventories, property, plant and equipment, patents and trademarks)
and a guarantee by and pledge of capital stock of the Company's subsidiaries. As
of March 31, 2003, the Company had  approximately $11 million of unused lines of
credit available.
     On October 3, 2002, the Company also reached  agreement with the holders of
$16.5 million of Senior  Subordinated Notes to restructure the notes,  extending
the  maturity  date to  2005.  The  Company  is  only  required  to pay  monthly
installments  of  $50,000  through  December  2003 and  $150,000  per month from
January 2004 through the maturity date. However,  the Company paid $1 million in
principal  (and $2.1  million of accrued  interest) at closing of the new senior

                                       12


debt facility and expects to make additional excess payments to its subordinated
lenders over the next three  years.  Additional  payments of $500,000  were made
prior to December 31, 2002. Payments to the subordinated  lenders are subject to
certain  restrictions  imposed under the senior debt  facility.  Interest on the
balance of subordinated debt is paid quarterly. If the Company is unable to make
scheduled and additional  excess payments totaling at least $7.5 million by 2005
(due to  restrictions  imposed  under the new senior debt facility or otherwise)
the noteholders  will receive warrants  equivalent to approximately  1.6% of the
diluted common shares  outstanding for each $1 million in unpaid  principal,  in
addition to warrants for 300,000  common shares with an exercise  price of $7.24
per share (expiring in September  2003) now held by them. Any warrants  received
or earned will be  relinquished if the notes are paid in full during the term of
the new agreement.  The agreement also grants the subordinated lenders a lien on
Company  assets  (junior  in all  aspects  to the  new  senior  debt  collateral
agreements  described  above).  The interest rate on the subordinated  notes had
been 13.5%  through June 30, 2002 [12% payable in cash and 1.5%  payable-in-kind
(PIK)] plus an additional 2% on past due amounts. At closing,  the interest rate
on the notes was  changed to 12.5%  (without  PIK)  through  maturity in October
2005. The new subordinated  note agreement  includes  certain other  provisions,
including  restrictions  as to the payment of dividends and the  elimination  or
adjustment of financial covenants contained in the original agreement to conform
to those contained in the new senior debt agreements.
     In addition,  the Company's Mexico  subsidiary  presently has approximately
$14  million in bank lines of credit ($5  million  unused),  expiring at various
dates from May 2003 through  November 2004,  which bear interest at a rate based
upon either a floating U.S. bank rate or the rate of certain  Mexico  government
securities.  The Company is  awaiting  approval on  additional  Mexico  lines of
credit and is presently reviewing other debt proposals for this subsidiary.  The
Company relies heavily upon the  availability of the lines of credit in the U.S.
and Mexico for liquidity in its operations.
     The Company believes that amounts  available from its lines of credit under
its senior debt and under lines of credit  available  to its Mexican  subsidiary
are sufficient to fulfill all current and anticipated operating  requirements of
its business  through 2005. The Company's Mexico  subsidiary  cannot assure that
each of its lines of credit will continue to be available after their respective
expiration dates, or that replacement lines of credit will be secured.  However,
the Company  believes  there should be sufficient  amounts  available  under its
present  or  future  facilities  or  lines of  credit  to  cover  any  potential
shortfalls due to any expiring lines of credit.
     The  Company  has  retained  Wachovia  Securities   (formerly  First  Union
Securities)   to  advise  and  assist  it  in   evaluating   certain   strategic
alternatives,  including capital restructuring, mergers and acquisitions, and/or
other measures designed to maximize shareholder value.


                                       13


RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

     In April  2002,  the FASB  issued  Statement  No. 145  "Rescission  of FASB
Statements  No. 4, 44 and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections". The statement addresses the accounting for extinguishment of debt,
sale-leaseback  transactions and certain lease  modifications.  The statement is
effective for  transactions  occurring  after May 15, 2002. The Company does not
expect the  adoption  of  Statement  No.  145 to have a  material  impact on the
Company's future results of operations or financial position.
     In July 2002,  the FASB issued  Statement  No. 146,  "Accounting  for Costs
Associated with Exit or Disposal Activities".  The statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability  Recognition
for Certain  Employee  Termination  Benefits and Other Costs to Exit an Activity
(Including  Certain  Costs  Incurred in a  Restructuring)."  The  provisions  of
Statement  No.  146 are  effective  for  exit or  disposal  activities  that are
initiated  after  December 31, 2002. The Company does not expect the adoption of
Statement No. 146 to have a material  impact on the Company's  future results of
operations or financial position.
     In  November  2002,  the FASB  issued  FASB  Interpretation  No.  (FIN) 45,
Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others.  FIN  45  elaborates  on the
disclosures  to be made by a  guarantor  about  its  obligations  under  certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize,  at the  inception of a guarantee,  a liability for the fair value of
the  obligation  undertaken  in  issuing  the  guarantee.  The  recognition  and
measurement  provisions of this  Interpretation are effective for all guarantees
issued or modified  after  December 31, 2002.  The Company has no  guarantees of
others that require disclosure at this time.
     In December  2002,  the FASB issued  Statement  No.  148,  "Accounting  for
Stock-Based  Compensation - Transition and Disclosure,"  amending FASB Statement
No. 123, "Accounting for Stock-based  Compensation." This statement provides two
additional  alternative transition methods for recognizing an entity's voluntary
decision  to  change  its  method  of  accounting   for   stock-based   employee
compensation to the fair-value  method.  In addition,  the statement  amends the
disclosure  requirements of FASB Statement No. 123 so that entities will have to
(1) make more-prominent disclosures regarding the pro forma effects of using the
fair-value method of accounting for stock-based compensation,  (2) present those
disclosures in a more accessible format in the footnotes to the annual financial
statements,  and (3) include those disclosures in interim financial  statements.
Statement No. 148's  transition  guidance and provisions for annual  disclosures
are  effective  for  fiscal  years  ending  after  December  15,  2002;  earlier
application  is permitted.  The provisions for  interim-period  disclosures  are
effective for financial  reports that contain  financial  statements for interim
periods  beginning  after  December  15,  2002,  and are  included  in Note 8 to
Consolidated Financial Statements.

FORWARD-LOOKING STATEMENTS
--------------------------

     The  statements in this  Quarterly  Report on Form 10-Q that are not purely
historical are "forward-looking statements" within the meaning of section 27A of
the  Securities  Act of 1933 and section 21E of the  Securities  Exchange Act of
1934, including statements about the Company's expectations, beliefs, intentions
or  strategies   regarding  the  future.   Forward-looking   statements  include
statements regarding,  among other things, the effects of the devaluation of the
Mexican peso; the sufficiency and continued  availability of the Company's lines
of credit  and its  ability to meet its  current  and  anticipated  obligations;
management's  inventory  reduction  plan and  expectation  for savings  from the
restructuring  and  cost-reduction  program;  the Company's  ability to increase
sales in its core  businesses;  and its  expectations  regarding  the  Company's
ability to utilize  certain tax  benefits in the future.  Readers are  cautioned
that  any  such   forward-looking   statements  are  not  guarantees  of  future
performance and involve known and unknown risks, uncertainties and other factors
that could cause the actual results to differ materially from those expressed or
implied by such  forward-looking  statements.  Such risks  include  (but are not
limited to) the risk that the  Company's  lenders  will not continue to fund the
Company in the future;  the cancellation of the lines of credit available to the
Company's Mexico subsidiary; the inability to maintain and/or secure new sources
of capital;  manufacturing inefficiencies as a result of the inventory reduction
plan;  difficulties   encountered  with  the  consolidation  and  cost-reduction
program;  increased  competition;  U.S. and foreign  economic  factors;  foreign
currency exchange risk and interest rate fluctuation risk, among others.


                                       14


Item 3.
-------

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
           ----------------------------------------------------------

     As discussed  elsewhere,  the Company is exposed to the following principal
market risks (i.e.  risks of loss arising from adverse changes in market rates):
foreign exchange rates and interest rates on debt.
     The  Company's  exposure  to  foreign  currency  exchange  rate risk in its
international  operations  is  principally  limited to Mexico  and,  to a lesser
degree, Canada. Approximately 40% of the Company's fiscal 2002 net revenues were
derived in Mexico and Canada,  combined (exclusive of intercompany  activities).
Foreign  exchange  transaction  gains and losses arise from monetary  assets and
liabilities  denominated in currencies other than the business unit's functional
local  currency.  It is estimated that a 10% change in both the Mexican peso and
Canadian  dollar  exchange  rates  would  impact  reported  operating  profit by
approximately  $500,000.  This  quantitative  measure has  inherent  limitations
because  it does not take  into  account  the  changes  in  customer  purchasing
patterns or any adjustment to the Company's financing or operating strategies in
response to such a change in rates.  Moreover,  this  measure does not take into
account  the  possibility  that  these  currency  rates  can  move  in  opposite
directions, such that gains from one may offset losses from another.
     In addition,  the Company's  cash flows and earnings are subject to changes
in interest  rates. As of March 31, 2003,  approximately  60% of total short and
long-term  debt is fixed,  at rates  between  8% and 12.5%.  The  balance of the
Company debt is variable,  principally based upon the prevailing U.S. bank prime
rate or LIBOR rate. An interest rate swap, which expires in 2005, fixes the rate
of  interest  on $8  million  of this  debt at 8.98%.  A change  in the  average
prevailing  interest  rates of the remaining  debt of 1% would have an estimated
impact of $100,000 upon the  Company's  pre-tax  results of operations  and cash
flows. This quantitative measure does not take into account the possibility that
the prevailing rates (U.S. bank prime and LIBOR) can move in opposite directions
and that the  Company  has,  in most  cases,  the option to elect  either as the
determining interest rate factor.


                                       15


                           PART II. OTHER INFORMATION
                           --------------------------

Item 4.     Submission of Matters to a Vote of Security Holders
---------------------------------------------------------------

(a)   The Annual Meeting of Shareholders of Dixon  Ticonderoga  Company was held
      on March 7, 2003.

(b)   The  following  members of the Board of  Directors  were  elected to serve
      until the 2004 Annual  Meeting or until their  successors  are elected and
      qualified:

                                          For         Against     Abstained
      Ben Berzin, Jr.                   2,688,175       94,818       18,043
      Kent Kramer                       2,782,993            0       18,043
      Diego Cespedes Creixell           2,776,183            0       24,853

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------

(a)   Documents filed as part of this report:
      --------------------------------------

        1.  Financial statements
            --------------------
            See index under Item 8. Financial Statements and Supplementary Data.

        2.  Exhibits
            --------
            The  following  exhibits are required to be filed as part of this
            Quarterly Report on Form 10-Q:

            (2)  a.  Share Purchase  Agreement by and among Dixon Ticonderoga
                     de Mexico,  S.A. de C.V., and by Grupo Ifam,  S.A. de C.V.,
                     and  Guillermo  Almazan  Cueto with  respect to the capital
                     stock  of  Vinci  de  Mexico,   S.A.   de  C.V.,   (English
                     translation). 4

            (2)  b.  Asset Purchase  Agreement dated February 9, 1999, by and
                     between  Dixon  Ticonderoga  Company,  as Seller and Asbury
                     Carbons, Inc., as Buyer. 6

            (3)  (i) Restated Certificate of Incorporation. 2

            (3) (ii) Amended and Restated Bylaws. 1

            (4)  a.  Specimen Certificate of Company Common Stock. 2

            (4)  b.  Amended and Restated Stock Option Plan. 3

            (10) a.  First  Modification  of Amended and  Restated  Revolving
                     Credit  Loan and  Security  Agreement  by and  among  Dixon
                     Ticonderoga Company,  Dixon Ticonderoga,  Inc., First Union
                     Commercial  Corporation,  First National Bank of Boston and
                     National Bank of Canada. 1

            (10) b.  12.00% Senior  Subordinated  Notes,  Due 2003,  Note and
                     Warrant Purchase Agreement. 1

            (10) c.  12.00% Senior Subordinated Notes, Due 2003, Common Stock
                     Purchase Warrant Agreement. 1

            (10) d.  License and Technological  Agreement between Carborundum
                     Corporation and New Castle Refractories Company, a division
                     of Dixon Ticonderoga Company. 1

            (10) e.  Equipment   Option  and  Purchase   Agreement   between
                     Carborundum   Corporation   and  New  Castle   Refractories
                     Company, a division of Dixon Ticonderoga Company. 1


                                       16


            (10) f.  Product   Purchase   Agreement   between   Carborundum
                     Corporation and New Castle Refractories Company, a division
                     of Dixon Ticonderoga Company. 1

            (10) g.  Second  Modification  of Amended and Restated  Revolving
                     Credit  Loan and  Security  Agreement  by and  among  Dixon
                     Ticonderoga Company,  Dixon Ticonderoga,  Inc., First Union
                     Commercial  Corporation,  First National Bank of Boston and
                     National Bank of Canada. 5

            (10) h.  Third  Modification  of Amended and  Restated  Revolving
                     Credit  Loan  and  Security  Agreement,  Amendment  to Loan
                     Documents  and  Assignment  by and among Dixon  Ticonderoga
                     Company,  Dixon  Ticonderoga,  Inc., First Union Commercial
                     Corporation,  BankBoston, N.A., National Bank of Canada and
                     LaSalle Bank. 7

            (10) i.  First  Modification  of Amended and  Restated  Term Loan
                     Agreement  and  Assignment  by and among Dixon  Ticonderoga
                     Company,  Dixon  Ticonderoga,  Inc., First Union Commercial
                     Corporation,  BankBoston, N.A., National Bank of Canada and
                     LaSalle Bank. 7

            (10) j.  Amendment No. 1 to 12.00% Senior Subordinated Notes, Due
                     2003, Note and Warrant Purchase Agreement.7

            (10) k.  Fourth  Modification  of Amended and Restated  Revolving
                     Credit Loan and Security Agreement. 8

            (10) l.  Second  Modification  of Amended and Restated  Term Loan
                     Agreement. 8

            (10) m.  Amendment No. 2 to Note and Warrant Purchase Agreement. 8

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

            (10) o.  Dixon Ticonderoga Company Amended and Restated Note and
                     Warrant Purchase Agreement, 12.5% Senior Subordinated
                     Notes, due October 3, 2005. 10

            (21)     Subsidiaries of the Company 9

            (99.1)   Certification by Officers


1 Incorporated 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.

2 Incorporated 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.

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

4  Incorporated  by reference to the Company's  Current Report on Form 8-K dated
December 12, 1997, filed in Washington D.C.

5 Incorporated by reference to the Company's  Annual Report on Form 10-K for the
year ended September 30, 1998, file number 0-2615, filed in Washington, D.C.

6  Incorporated  by reference to the Company's  Current Report on Form 8-K dated
March 2, 1999, filed in Washington D.C.


                                       17


7 Incorporated by reference to the Company's  Annual Report on Form 10-K for the
year ended September 30, 1999, file number 0-2615 filed in Washington, D.C.

8 Incorporated by reference to the Company's  Annual Report on Form 10-K for the
year ended September 30, 2000, file number 0-2655 filed in Washington, D.C.

9 Incorporated by reference to the Company's  Annual Report on Form 10-K for the
year ended September 30, 2001, file number 1-8689 filed in Washington, D.C.

10 Incorporated 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.


(b)   Reports on Form 8-K:
      --------------------
      None.


                                       18


                                   SIGNATURES
                                   ----------



     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                             DIXON TICONDEROGA COMPANY



                             Dated:     May 13, 2003
                                        -------------------------------

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


                             Dated:     May 13, 2003
                                        -------------------------------

                             By:        /s/  Richard A. Asta
                                        -------------------------------
                                        Richard A. Asta
                                        Executive Vice President of Finance
                                        Chief Financial Officer


                             Dated:     May 13, 2003
                                        -------------------------------

                             By:        /s/ John Adornetto
                                        -------------------------------
                                        John Adornetto
                                        Vice President/Corporate Controller and
                                        Chief Accounting Officer


                                       19


                                 CERTIFICATIONS
                                 --------------

I, Gino N. Pala, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Dixon  Ticonderoga
Company;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement 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 annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  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 annual 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 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 annual
            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 annual report (the "Evaluation Date"); and

          c)presented  in  this  annual   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; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether 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.

Date:  May 13, 2003

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


                                       20


                                 CERTIFICATIONS
                                 --------------

I, Richard F. Joyce, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Dixon  Ticonderoga
Company;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement 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 annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  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 annual 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 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 annual
            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 annual report (the "Evaluation Date"); and

          c)presented  in  this  annual   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; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether 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.

Date:  May 13, 2003

/s/  Richard F. Joyce
--------------------------------
Richard F. Joyce
Vice Chairman of Board, Co-Chief
Executive Officer, President and Director


                                       21


                                 CERTIFICATIONS
                                 --------------

I, Richard A. Asta, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Dixon  Ticonderoga
Company;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement 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 annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  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 annual 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 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 annual
            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 annual report (the "Evaluation Date"); and

          c)presented  in  this  annual   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; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether 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.

Date:  May 13, 2003

/s/  Richard A. Asta
--------------------------------
Richard A. Asta
Executive Vice President of Finance,
Chief Financial Officer and Director


                                       22


                                 CERTIFICATIONS
                                 --------------

I, John Adornetto, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Dixon  Ticonderoga
Company;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement 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 annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  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 annual 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 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 annual
            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 annual report (the "Evaluation Date"); and

          c)presented  in  this  annual   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; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether 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.

Date:  May 13, 2003

/s/  John Adornetto
--------------------------------
John Adornetto
Vice President and Corporate Controller
and Chief Accounting Officer


                                       23


                                                                    Exhibit 99.1
                                                                    ------------

                            CERTIFICATION BY OFFICERS
                            -------------------------



     In connection  with the Quarterly  Report of Dixon  Ticonderoga  Company on
Form 10-Q for the period ended March 31, 2003 as filed with the  Securities  and
Exchange Commission on the date hereof the undersigned  certify,  pursuant to 18
U.S.C.  ss. 1350, as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of
2002, that:

(1)    The  Quarterly  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 Quarterly Report fairly present, in all
       material respects,  the financial  condition and results of operations of
       the Company.

                            DIXON TICONDEROGA COMPANY


                             Dated:     May 13, 2003
                                        -------------------------------

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

                             Dated:     May 13, 2003
                                        -------------------------------

                             By:        /s/ Richard F. Joyce
                                        -------------------------------
                                        Richard F. Joyce
                                        Vice-Chairman     of    Board,
                                        Co-Chief   Executive  Officer,
                                        President and Director

                             Dated:     May 13, 2003
                                        -------------------------------

                             By:        /s/ Richard A. Asta
                                        -------------------------------
                                        Richard A. Asta
                                        Executive  Vice  President of Finance,
                                        Chief  Financial  Officer  and Director


                             Dated:     May 13, 2003
                                        ------------------------------------

                             By:        /s/ John Adornetto
                                        ------------------------------------
                                        John Adornetto
                                        Vice President/Corporate Controller and
                                        Chief Accounting Officer