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


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


                                    FORM 8-K


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


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934




                                 August 12, 2004
                ------------------------------------------------
                Date of Report (Date of earliest event reported)


                            DIXON TICONDEROGA COMPANY
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


 DELAWARE                        1-8689                          23-0973760
-------------               ---------------                 -----------------
(State of                   (Commission File                (IRS Employer I.D.
Incorporation)                  Number)                           Number)



                            195 INTERNATIONAL PARKWAY
                             HEATHROW, FLORIDA 32746
                           ---------------------------
               (Address of Principal Executive Offices) (Zip Code)



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




ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
-------  ----------------------------------


            (a) Not Applicable.

            (b) Not Applicable.

            (c) Exhibits

                Exhibit 99.1   Press Release issued by Dixon Ticonderoga
                               Company dated August 12, 2004


ITEM 9.  REGULATION FD DISCLOSURE (Information Being Provided Under Item 12).
-------  --------------------------------------------------------------------

     In accordance  with SEC Release No.  33-8216,  the  following  information,
intended to be furnished  under "Item 12 -- Results of Operations  and Financial
Condition,"  is instead  furnished  under "Item 9 -- Regulation FD  Disclosure."
This  information  shall not be deemed "filed" for purposed of Section 18 of the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange   Act"),  or
incorporated  by reference in any filing under the  Securities  Act of 1933,  as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
     On August 12, 2004,  Dixon  Ticonderoga  Company (the  "Company")  issued a
press release  announcing  its results of  operations  for the  three-month  and
nine-month  periods ended June 30, 2004. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

                      Use of Non-GAAP Financial Information
                      -------------------------------------

     To supplement the Company's  consolidated financial statements presented in
accordance with generally  accepted  accounting  principles  (GAAP), the Company
uses  non-GAAP  measure of pro forma net income  (loss) and pro forma net income
(loss) per share that do not include the following  financial  measures that are
normally  included  in  GAAP:   results  from  discontinued   operations;   debt
refinancing costs; restructuring and related costs; other income; and investment
banking  and  related  costs,  all net of related  income  taxes.  In  addition,
valuation  allowances  for U.S.  deferred tax assets are  excluded  from the pro
forma measures.

     The Company's  management  reviews these  non-GAAP  measures  internally to
evaluate  the  Company's  performance  and manage its  operations.  The  Company
believes that the inclusion of non-GAAP  financial  measure provides  consistent
and comparable  measures to help  stakeholders  understand the Company's current
future operating  results and cash flows. The non-GAAP  measures included in the
press  release  attached  hereto as  Exhibit  99.1 have been  reconciled  to the
comparable  GAAP  measure  as  required  under  SEC rules  regarding  the use of
non-GAAP financial measures. The Company urges investors to carefully review the
GAAP financial  information  included as part of the Company's  Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, and quarterly earnings releases.






                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                            DIXON TICONDEROGA COMPANY


                             Dated:     August 12, 2004
                                        -------------------------------

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