UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  SCHEDULE 14A

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934


Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
     (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) of ss. 240.14a-12.



                            DIXON TICONDEROGA COMPANY
                ------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                                      N/A
    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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                            Dixon Ticonderoga Company
                            195 International Parkway
                               Heathrow, FL 32746


                  Notice of 2004 Annual Meeting of Stockholders
                  ---------------------------------------------

Fellow Stockholder:

     You are  cordially  invited to attend the 2004  Dixon  Ticonderoga  Company
Annual Meeting of Stockholders to be held at 10:00 a.m.,  Eastern  Standard Time
on May 14, 2004 at our executive offices at 195 International Parkway, Heathrow,
Florida 32746, to:

     o    Elect three  directors,  each for a term of three years or until their
          successors   are  elected  and   qualified  or  until  their   earlier
          resignation, removal from office or inability to serve;

     o    Conduct  other  business  properly  brought  before the meeting or any
          adjournment thereof.

     Stockholders  of record at the close of business on March 31, 2004 may vote
at the meeting.

     Your vote is  important.  Whether you plan to attend or not,  please  sign,
date, and return the enclosed proxy card in the envelope provided. If you attend
the meeting and prefer to vote in person, you may do so.

     If your  shares are held in street name by a  brokerage  firm,  your broker
will  supply  you with a proxy  to be  returned  to the  brokerage  firm.  It is
important  that you return the form to the brokerage firm as quickly as possible
so that the brokerage firm may vote your shares. You may not vote your shares in
person at the meeting  unless you obtain a power of attorney or legal proxy from
your broker  authorizing  you to vote the shares,  and you present this power of
attorney or proxy at the meeting.

     Please note that  attendance at the meeting will be limited to stockholders
of the Company as of the record date (or their duly authorized representatives).
If your shares are held by a bank or broker,  please  bring to the meeting  your
bank or brokerage  statement  evidencing  your  beneficial  ownership of Company
stock.

     I look forward to seeing you at the meeting.

                                          BY ORDER OF THE BOARD OF DIRECTORS,


                                          /s/  Gino N. Pala
                                          -----------------
                                          Gino N. Pala
                                          Chairman
Heathrow, Florida
April  9, 2004


                                 PROXY STATEMENT
                                 ---------------
                                       for
                                       ---
                            DIXON TICONDEROGA COMPANY
                            -------------------------


                       2004 Annual Meeting of Stockholders
                       -----------------------------------


                                TABLE OF CONTENTS
                                -----------------



Notice of Annual Meeting.................................................Cover

Information About the Annual Meeting and Voting..............................1
  General....................................................................1
  Voting Methods.............................................................1
  Giving Your Proxy to Someone Other than Individuals Designated on the Card.2
  The Quorum Requirement.....................................................2
  Vote Necessary for Action..................................................2
  Revocability of Proxy......................................................2
  Matters Raised at the Meeting Not Included in This Statement...............3

Directors, Executive Officers and Committees.................................3
  Structure..................................................................3
  Directors Nominated This Year for Terms Expiring in 2007...................3
  Directors up for Election in 2005..........................................4
  Directors up for Election in 2006..........................................4
  Board Meetings and Committees..............................................4
     Audit Committee.........................................................4
     Audit Committee Report..................................................5
     Compensation Committee..................................................6
     Nominations.............................................................6
  Stockholder Communications.................................................7
  Compensation Committee Interlocks and Insider Participation................7
  Director Compensation......................................................7
  Executive Officers.........................................................7
  Employment Agreements......................................................7
  Certain Relationships and Related Transactions.............................8
  Executive Compensation.....................................................8
  Report of the Compensation Committee on Executive Compensation.............9

Security Ownership of Management and Others..................................9

Performance Graph...........................................................10


Other Matters...............................................................10
  Section 16(a) Beneficial Ownership Reporting Compliance...................10
  Code of Ethics............................................................10
  Stockholder Proposals for the 2005 Annual Meeting.........................10
  Solicitation..............................................................11
  Stockholder List..........................................................11

Independent Public Accountants..............................................11
  Audit-Related Fees........................................................11

Proxy Card..........................................................Appendix I


                                 PROXY STATEMENT
                                 ---------------
                                       for
                                       ---
                            DIXON TICONDEROGA COMPANY
                            -------------------------

                       2004 Annual Meeting of Stockholders
                       -----------------------------------


                 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
                 -----------------------------------------------

General
-------

     We sent you this Proxy  Statement and the enclosed proxy card because Dixon
Ticonderoga Company's Board of Directors is soliciting your proxy to vote at the
2004  Annual  Meeting of  Stockholders.  This  Proxy  Statement  summarizes  the
information  you  need  to know to vote  intelligently  at the  Annual  Meeting.
However,  you do not need to attend  the  Annual  Meeting  to vote your  shares.
Instead, you may simply complete, sign and return the enclosed proxy card.

     We will begin sending this Proxy  Statement,  the attached Notice of Annual
Meeting  and  the  enclosed  proxy  card  on or  about  April  9,  2004  to  all
stockholders  entitled  to vote.  The  Company  will pay the cost of this  proxy
solicitation. Stockholders who own Dixon Ticonderoga Company common stock at the
close of business on March 31, 2004 are  entitled to vote.  On this record date,
there were  3,202,149  shares of common stock  outstanding.  We are also sending
along with this Proxy Statement, the Company's Annual Report on Form 10-K, which
includes our financial statements.

Voting Methods
--------------

     You can vote on matters to come before the meeting in two ways:

     o    You can come to the Annual Meeting and cast your vote there; or

     o    You can vote by signing and returning the enclosed  proxy card. If you
          do so, the individuals  named on the card will vote your shares in the
          manner you indicate.  If you do not indicate how your shares should be
          voted, the shares represented by your properly completed proxy will be
          voted for the nominees for director.

     Each share of common stock you own entitles you to one vote.  Votes cast by
proxy or in person at the Annual  Meeting will be tabulated by the Inspectors of
Election appointed for that purpose.


                                       1



Giving Your Proxy to Someone Other than Individuals Designated on the Card
--------------------------------------------------------------------------

     If you want to give your proxy to someone other than  individuals  noted on
the proxy card:

     o    Cross out the names of those  individuals  and  insert the name of the
          individual you are authorizing to vote; or

     o    Provide a written  authorization to the individual you are authorizing
          to vote along with your proxy card.

The Quorum Requirement
----------------------

     A quorum of stockholders is necessary to hold a valid meeting.  If at least
a majority of the Company's  stockholders  are present in person or by proxy,  a
quorum will exist. Abstentions and broker "non-votes" are counted as present for
establishing a quorum.  A broker  "non-vote"  occurs when a broker votes on some
matters  on the  proxy  card  but not on  others  because  it does  not have the
discretionary  voting  power with  respect to that  matter and has not  received
voting instructions from the beneficial owner.

Vote Necessary for Action
-------------------------

     Directors are elected by a plurality vote of shares present at the meeting,
meaning  that  the  director  nominee  with  the most  affirmative  votes  for a
particular  slot is  elected  for that  slot.  In an  uncontested  election  for
directors, the plurality requirement is not a factor. Action on other matters is
by affirmative  vote of the majority of the shares present in person or by proxy
at the meeting and entitled to vote on that matter.  Abstentions and "non-votes"
are not counted as votes cast for purposes of, and therefore will have no impact
as to, the election of directors.  Abstentions  will be treated as being present
and  entitled  to vote on matters  other than the  election  of  directors  and,
therefore,  will  have the  effect  of votes  against  those  matters.  A broker
"non-vote"  is  treated  as not being  entitled  to vote on those  matters  and,
therefore,  is not counted for purposes of  determining  whether the mattes have
been approved.

Revocability of Proxy
---------------------

     If you give a proxy,  you may revoke it at any time before it is exercised.
You may revoke your proxy in one of three ways:

     o    You may send in another proxy with a later date.

     o    You may notify the  Company's  Secretary in writing  before the Annual
          Meeting that you have revoked your proxy.

     o    You may vote in person at the Annual Meeting.

     If you plan to attend the Annual  Meeting and vote in person,  we will give
you a ballot  when you arrive.  However,  if your shares are held in the name of
your  broker,  bank or other  nominee,  you must bring an account  statement  or


                                       2


letter  from the nominee  indicating  that you are the  beneficial  owner of the
shares on March 31, 2004, the record date for voting.

Matters Raised at the Meeting Not Included in This Statement
------------------------------------------------------------

     We do not know of any  matters to be acted upon at the  meeting  other than
those  discussed  in this  statement.  If any other matter is  presented,  proxy
holders will vote on the matter as directed by the Board of Directors.



                  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.   Pursuant  to  the  Board's
determination,  each of the Company's directors, other than Messrs. Pala, Joyce,
Asta and Cespedes,  qualify as "independent" in accordance with the requirements
of the American  Stock  Exchange  listing  standards.  In  addition,  as further
required  by the  American  Stock  Exchange  listing  standards,  the  Board  of
Directors has made a subjective  determination as to each  independent  director
that no relationships  exist which, in the opinion of the Board, would interfere
with the exercise of independent  judgment in carrying out the  responsibilities
of a director.

     At the 2004 Annual  Meeting,  the terms of three  directors  are  expiring.
Those directors  nominated for election at this annual meeting would hold office
for a three-year term expiring in 2007.  Other directors are not up for election
this year and will  continue in office for the  remainder of their terms.  Under
the Company's Bylaws, the Board of Directors may fill vacancies in Board seats.

     If a nominee is  unavailable  for  election,  proxy  holders  will vote for
another nominee  proposed by the Board of Directors or, as an  alternative,  the
Board of  Directors  may  reduce the  number of  directors  to be elected at the
meeting.

Directors Nominated This Year for Terms Expiring in 2007
--------------------------------------------------------

     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.

                                       3


     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.

     Our Board of Directors recommends a vote FOR these nominees.

Directors up for Election in 2005
---------------------------------

     PHILIP M. SHASTEEN,  55, attorney,  and member of the Board of Directors of
Johnson,  Pope, Bokor,  Ruppel & Burns, LLP, or its predecessor (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.

Directors up for Election 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.

Board Meetings and Committees
-----------------------------

     The Company's fiscal year runs from October 1 through  September 30. In the
2003  fiscal  year,  our Board of  Directors  met eight  times.  In  addition to
meetings of the Board, some directors attended meetings of the Board's audit and
compensation   committees  and  often  considered  issues  separate  from  these
meetings.  During the 2003 fiscal year, no director  attended  fewer than 75% of
the Board and committee meetings. The Company does not have a policy with regard
to Board members' attendance at annual meetings.  All of the Company's directors
attended the Company's annual meeting held in 2003.

     Our Board has two standing committees.

     AuditCommittee.  The Audit  Committee was  established  in accordance  with
     ---------------- Section 3(a)(58)(A) of the Securities Exchange Act of 1934
and performs  certain  functions  and has  responsibilities  as set forth in the
report  below.  Present  members of the committee  are Messrs.  Ben Berzin,  Jr.


                                       4


(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.

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

     Audit  Committee  Report.  The following  report has been  submitted by the
     ------------------------   audit committee of the Board.

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

     The general responsibilities of the audit committee include: providing open
avenues of  communication  between the  independent  accountants  and the Board;
reporting  significant  audit  committee  actions  to the full  Board and making
appropriate   recommendations  to  the  Board;  and  conducting  or  authorizing
investigations into matters within the audit committee's scope of responsibility
including retaining independent counsel,  accountants, or others as necessary to
assist in an investigation.  The Board has adopted a charter that outlines these
responsibilities.

     During  fiscal  year 2003,  the audit  committee  has  received  disclosure
(including  the  written   disclosures  and  the  letter  from  the  independent
accountants  required by  Independence  Standards Board Standard No. 1) from and
discussed  with   PricewaterhouseCoopers   LLP,  our  independent   accountants,
regarding its  relationships  with the Company and any other matters required to
be discussed with the audit committee.  Among those matters, the audit committee
believes that any  additional  non-audit  services  rendered by the  independent
accountants  were compatible with their ability to maintain their  independence.
The audit  committee has discussed the audited  financial  statements for fiscal
year 2003 and the  report  thereon  with the  independent  accountants  and with
management.

     Based upon the review and discussions  described above, the audit committee
recommended to the Board that the Company's audited financial statements for the
fiscal year ended September 30, 2003 be included in the company's  Annual Report
on Form 10-K.

                                       5


     The foregoing has been approved by all members of the audit committee.

                              Ben Berzin (Chairman)
                                   Kent Kramer
                               Wesley D. Scovanner

     Compensation  Committee.  The Compensation  Committee reviews the Company's
     -----------------------   compensation    practices   and    approves   its
compensation  programs  and plans.  Present  members of the  committee  are John
Ritenour  (Chairman) and Philip M.  Shasteen.  During fiscal 2003, the committee
held one meeting.

     Nominations. The Board does not have a nominating committee or a nominating
     -----------  committee  charter.  In the past,  incumbent   directors  have
been  customarily  nominated  for  re-election  to the Board unless the Chairman
suggested  otherwise.  Currently,  a majority of the independent  members of the
Board (as  determined  by the Board as required by the American  Stock  Exchange
listing standards), rather than a nominating committee, determines those persons
to be  nominated.  The Board  believes  that the  current  method of  nominating
directors is  appropriate  because it complies with the American  Stock Exchange
listing  standards.   The  Company  does  not  have  a  policy  with  regard  to
consideration of any director  candidates  recommended by security holders.  The
Board  believes  that not having a policy  with regard to  consideration  of any
director  candidates  recommended  by  stockholders  is appropriate at this time
because it is currently entertaining informal indications of interest to buy the
company or certain of its assets and, if such a transaction is  consummated,  it
is likely  that the size of the  Board and its  composition  will  change.  If a
transaction  is not  consummated,  the Board will consider  establishing  such a
policy. The Board would consider candidates recommended by stockholders, but has
not established any procedures to be followed by security  holders in submitting
such  recommendations.  Stockholders  who wish to  recommend a candidate  should
contact the Company's Chairman at its executive offices in Heathrow, Florida.

     Candidates for Board  membership  must possess the  background,  skills and
expertise to make a significant  contribution  to the Board,  to the Company and
its  stockholders.  Desired  qualities  to  be  considered  include  substantial
experience in business or administrative activities;  breadth of knowledge about
issues affecting the Company;  and ability and willingness to contribute special
competencies  to Board  activities.  The  independent  members of the Board also
consider  whether  members  and  potential  members  are  independent  under the
American Stock Exchange listing standards. In addition,  candidates must possess
the following personal  attributes:  personal integrity;  loyalty to the Company
and  concern  for its  success  and  welfare;  willingness  to apply  sound  and
independent business judgment;  and time available for meetings and consultation
on Company matters.

Stockholder Communications
--------------------------

     The Company does not have a  formalized  process for  stockholders  to send
communications to the Board. The Board is of the view that a formalized  process
is not  necessary  because the  Company's  Chairman  has agreed to make  himself
available  to  receive  stockholder  communications  and  to  forward  any  such
communications to each Board member.

                                       6


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

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

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 services.
That  compensation  includes an annual retainer of $7,500 and attendance fees of
$400 for each Board meeting and $450 for each Board committee meeting.  Salaried
employee Board members  receive  attendance fees of $350 for each Board meeting.
We also reimburse the  non-employee  Board members for expenses related to their
attendance.  In the past, Board members were granted options to purchase Company
common  stock,  but no options were  granted to Board  members in fiscal 2002 or
2003. However, On December 19, 2003 an option was granted to Board member Wesley
D.  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.


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.

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

                                       7

the  agreement  for good reason (as defined in the  agreement,  including if the
successor to all or  substantially  all of the Company's  business and/or assets
does not expressly assume and agree to perform 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.

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

     The  information  required by this heading is  incorporated by reference to
the  information  presented  in  Item  11,  Executive   Compensation  -  Certain
Transactions,  in Amendment  No. 1 to the  Company's  September  30, 2003 Annual
Report on Form 10-K/A as filed with the  Securities  and Exchange  Commission on
January 28, 2004.

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

     The information  required by these headings is incorporated by reference to
the information presented in Item 11, Executive Compensation, in Amendment No. 1
to the  Company's  September 30, 2003 Annual Report on Form 10-K/A as filed with
the Securities and Exchange Commission on January 28, 2004.


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

     The Compensation  Committee reviews and recommends to the Board any changes
in compensation  for the Company's  executive  officers and the compensation for
any  new  executive  officers.  Compensation  for  other  Company  employees  is
determined by the Company's executive officers.

     While  recognizing the Chairman's role in the achievement of  significantly
higher 2003 pro forma  earnings  and the  completion  of certain  key  strategic
initiatives,  no salary increase was awarded to him in 2003. A bonus was paid in

                                       8


the  amount  of  $52,275.  Similarly,  although  recognizing  his  role  in 2003
accomplishments,  the President and Co-Chief Executive Officer did not receive a
salary increase in 2003, but did receive a bonus totaling $42,338.

     The president of the Grupo Dixon subsidiary  received an increase in annual
base salary to $220,000 and a bonus of $33,000 in 2003. Other executive officers
received no salary increases, but bonuses aggregating $61,960.

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

                            John Ritenour (Chairman)
                               Philip M. Shasteen


                   SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
                   -------------------------------------------

     The  information  required by this heading is  incorporated by reference to
the information  presented in Item 12, Security  Ownership of Certain Beneficial
Owners and  Management,  in Amendment No. 1 to the Company's  September 30, 2003
Annual  Report  on Form  10-K/A  as  filed  with  the  Securities  and  Exchange
Commission on January 28, 2004.

                                       9



                                   PERFORMANCE GRAPH
                                   -----------------

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

       Comparison of Five Year Cumulative Total Stockholder Return Among
       -----------------------------------------------------------------

         Dixon Ticonderoga Company, Russell 2000 Index And A Peer Group
         --------------------------------------------------------------


                                [OBJECT OMITTED]

--------------------------------------------------------------------------------
                                 9/98    9/99    9/00    9/01    9/02    9/03
--------------------------------------------------------------------------------
Dixon Ticonderoga Company       100.00   87.84   50.00   27.03   12.86   38.59
Russell 2000                    100.00  119.07  146.92  115.76  104.99  143.32
Peer Group                      100.00   64.85   73.71   67.32   74.69   81.92
--------------------------------------------------------------------------------



                                  OTHER MATTERS
                                  -------------

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

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, officers and owners of more than 10% of the Company's common stock to
file with the Securities and Exchange  Commission  initial  reports of ownership
and  reports  of  changes  in  ownership  of common  stock and any other  equity
securities of the Company. Based solely upon a review of our records, during the
past fiscal year, all reports  required to be filed pursuant to Section 16(a) of
the Securities  Exchange Act of 1934 during the 2003 fiscal year were filed on a
timely basis.


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

     The  Company has  adopted a code of ethics  that  applies to its  principal
executive  officers,   principal  financial  officer  and  principal  accounting
officer.

Stockholder Proposals for the 2005 Annual Meeting
-------------------------------------------------

     If you want to submit  proposals  pursuant  to  applicable  Securities  and
Exchange  Commission  regulations  for possible  inclusion in the Company's 2005
Proxy  Statement,  you must do so within a  reasonable  time  before the Company

                                       10

begins  to print  and mail its  proxy  materials.  Notice  to the  Company  of a
stockholder  proposal  submitted  other than pursuant to Securities and Exchange
Commission  Rule 14a-8  will be  considered  untimely,  and you may not bring it
before  the 2005  Annual  Meeting,  unless  the  Company  receives  it  within a
reasonable time before the Company begins to print and mail its proxy materials.

Solicitation
------------

     The Company is soliciting  this proxy at its expense on behalf of its Board
of Directors.  This  solicitation  is being made by mail but also may be made by
telephone or in person.

Stockholder List
----------------

     A  stockholder  list will be available for your  examination  during normal
business hours at the Company's executive offices at 195 International  Parkway,
Heathrow, FL 32746, at least ten days prior to the annual meeting.


                         INDEPENDENT PUBLIC ACCOUNTANTS
                         ------------------------------

     Representatives  of  PricewaterhouseCoopers  will be in  attendance  at the
Annual  Meeting  and will have an  opportunity  to make a  statement  if they so
desire.  Such  representatives  are  expected  to be  available  to  respond  to
appropriate questions from the stockholders.  Based on a recommendation from the
Company's  Audit  Committee,  the Board of Directors of the Company has selected
PricewaterhouseCoopers  to  continue to serve as the  Company's  auditor for the
2004 fiscal year.

Audit-Related Fees
------------------

     The aggregate fees billed by  PricewaterhouseCoopers  LLP 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 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
$227,000.

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

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

                                       11

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  Systems Design and Implementation  Fee,"
above,  the Company's Audit Committee  considered  whether the provision of such
services   was    compatible    with    maintaining    the    independence    of
PricewaterhouseCoopers LLP.

                                       12


                                                                      Appendix I

                    PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

                             TO BE HELD MAY 14, 2004


           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
           -----------------------------------------------------------

     The undersigned hereby appoints Philip M. Shasteen and Wesley D. Scovanner,
and each or either of them, proxies,  with full power of substitution in each of
them, in the name,  place, and stead of the  undersigned,  to vote at the Annual
Meeting of Stockholders of Dixon  Ticonderoga  Company on May 14, 2004, at 10:00
a.m.  Eastern Standard Time, or at any  adjournments  thereof,  according to the
number of votes that the  undersigned  would be entitled  to vote if  personally
present, upon the following matters:

     THE SHARES REPRESENTED  HEREBY WILL BE VOTED AS SPECIFIED.  IF NO DIRECTION
IS MADE,  THIS PROXY WILL BE VOTED FOR ALL NOMINEES  LISTED IN ITEM 1 AND AS THE
PROXY  HOLDERS DEEM  ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.

1. Election of Directors


[ ] For all nominees listed below (except as marked to the contrary below).
[ ] Withhold Authority to vote for all nominees listed below.

          Gino N. Pala        Richard F. Joyce        John Ritenour


          (Instruction: To withhold authority to vote for any nominee,
                  write that nominee's name in the space below.
                Do not mark "Withhold Authority" above unless you
             intend to withhold authority to vote for all nominees.)


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

2. In their  discretion,  the  proxies  are  authorized  to vote upon such other
business as may properly come before the Annual Meeting or any  adjournments  or
postponements thereof.

This proxy will be voted in accordance with the instructions  given above. If no
instructions  are given,  this proxy will be voted FOR the election of directors
as set forth in the Proxy Statement.

Please sign exactly as name appears hereon.  Joint owners should each sign. When
signing as attorney, executor,  administrator,  trustee or guardian, please give
full title as such. If more than one trustee, all should sign.

                                          Record Date Shares:  _______________

Dated:  ________________,2004             ____________________________________
                                          Signature of Shareholder

                                          ____________________________________
                                          Signature of Shareholder