U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 12b-25

                                               Commission File Number: 1-8689

                                                      Cusip Number: 378904403


                           NOTIFICATION OF LATE FILING

Form 10-K [X]   Form 20-F [ ]   Form 11-K [ ]   Form 10-QSB [ ]   Form N-SAR

                      For Period Ended: September 30, 2000
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                       [X] Transition Report on Form 10-K
                       [ ] Transition Report on Form 20-F
                       [ ] Transition Report on Form 11-K
                       [ ] Transition Report on Form 10-Q
                       [ ] Transition Report on Form N-SAR
                    For the Transition Period Ended: ________________________
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|Read Instruction (on back page) Before Preparing Form, Please Print or Type|
|                                                                           |
| Nothing In this form shall be construed to imply that the Commission has  |
|              verified any information contained herein.                   |
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If the notification relates to a portion of the filing checked above, identify
              the Item(s) to which the notification relates:





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PART I - REGISTRANT INFORMATION
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Full Name of Registrant:
                          DIXON TICONDEROGA COMPANY
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Former Name if Applicable:  N/A

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Address of Principal Executive Office (Street and Number):
                         195 International Parkway
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City, State, Zip Code:
                            Heathrow, FL  32746
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PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

    |(a) The reasons described in reasonable detail in Part III of this form
    |    could not be eliminated without unreasonable effort or expense;
    |(b) The subject annual report, semi-annual report, transition report on
    |    Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
XX  |    filed on or before the fifteenth calendar day following the prescribed
- --  |    due date; or the subject quarterly report of transition report on Form
    |    10-Q, or portion thereof will be filed on or before the fifth calendar
    |    day following the prescribed due date; and
    |(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
    |    has been attached if applicable.




PART III - NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR or the transition  report or portion thereof could not be filed within the
prescribed time period.

Dixon  Ticonderoga  Company is unable to timely  file its Annual  Report on Form
10-K for the fiscal year ended  September  30, 2000,  but will file by the first
business day following the fifteenth calendar day after its original due date of
December 29, 2000, as prescribed herein.

The delay is  caused  by the need of  additional  time for the  Company  and its
senior  lenders to execute an  amendment  of the debt  leverage  covenant of its
underlying debt  agreements,  with respect to which the Company expects to be in
non-compliance for the period ending December 31, 2000. Accordingly, the Company
is  unable  at this  time  to  determine  the  appropriate  financial  statement
classification and disclosures required with respect to its long-term debt.







PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification:

Gino N. Pala                        (407)             829-9000
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     (Name)                       (Area Code)       (Telephone No.)

(2) Have all other  periodic  reports  required under section 13 or 15(d) of the
Securities  Exchange Act of 1934 or section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).
                                                        [x]Yes  [ ]No
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(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
                                                        [x]Yes  [ ]No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

Please see Exhibit A attached hereto and forming a part hereof.

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                             Dixon Ticonderoga Company
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                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: December 29, 2000                By: /s/ Gino N. Pala
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                                         Gino N. Pala
                                         Chairman and Co-Chief Executive Officer

INSTRUCTION; The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.




                                    ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.  This form is  required  by Rule  12b-25 (17 CRF  240.12b-25)  of the General
    Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed  original and four  conformed  copies of this form and amendments
    thereto  must be  completed  and  filed  with the  Securities  and  Exchange
    Commission,  Washington,  D.C.  20549,  in  accordance  with Rule 0-3 of the
    General Rules and Regulations under the Act. The information contained in or
    filed with the form will be made a matter of public record in the Commission
    files.

3.  A manually  signed copy of the form and  amendments  thereto  shall be filed
    with each national  securities  exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the  notifications  must also be filed on form 12b-25 but need
    not restate information that has been correctly furnished. The form shall be
    clearly identified as an amended notification.

5.  ELECTRONIC  FILERS.  This form shall not be used by electronic filers unable
    to timely file a report solely due to electronic difficulties. Filers unable
    to submit a report within the time period  prescribed due to difficulties in
    electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
    Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
    for an adjustment  in filing date  pursuant to Rule 13(b) of Regulation  S-T
    (Section 232.13(b) of this chapter).








EXHIBIT A

PART IV
OTHER INFORMATION

(3) For the fiscal year ended  September 30, 2000, the Company expects to report
a net loss of  ($798,245)  (or $0.25 per  share) as  compared  to net  income of
$6,681,735,  or $1.87 per diluted  share,  in 1999.  Fiscal 2000  revenues  were
$102,878,905  compared with  $114,689,474  in the prior year. Net income in 1999
included a pre-tax gain of $9,636,318 on the sale of the Company's  graphite and
lubricants  business,  and a $1,916,800  pre-tax provision for restructuring and
related costs.  Net loss in 2000 includes a pre-tax  provision of $1,640,895 for
restructuring  and related  costs.  The  Company  further  attributes  the lower
operating  results  to  inventory  reduction  efforts  which  resulted  in plant
inefficiencies in the U.S. and Mexico;  lower sales and operating profits due to
the sale of the  graphite  and  lubricants  business  in 1999;  and  lower  U.S.
consumer  sales and operating  profits,  reflecting the impact of imports in the
mass retail market, among other factors.