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


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                                    FORM 8-K


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




                                 January 9, 2004
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                Date of Report (Date of earliest event reported)


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


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



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



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



Item 5.     Other Events.
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     On January 12, 2004, the Company issued the press release  attached  hereto
as Exhibit 99-1. The Company's press release  addressed,  among other items, the
Company's  entering into an exclusivity  agreement,  attached  hereto as Exhibit
99-2, and the Company's  chairman of the board entering into an option agreement
and a support  agreement,  copies of which are attached  hereto as Exhibits 99-3
and 99-4, respectively.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
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            (a) Not Applicable.

            (b) Not Applicable.

            (c) Exhibits

                     99-1 Press Release dated January 12, 2004
                     99-2 Exclusivity Agreement dated January 9, 2004
                     99-3 Option Agreement dated January 9, 2004
                     99-4 Support Agreement dated January 9, 2004



                                   SIGNATURES
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     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:     January 12, 2004
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                             By:        /s/  Richard A. Asta
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                                        Richard A. Asta
                                        Executive Vice President of Finance and
                                        Chief Financial Officer