Exhibit 99-12
                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


This  Amendment is dated the 15th day of December,  2004,  and is by and between
Dixon Ticonderoga Company, a Delaware corporation) the "Company") and Richard F.
Joyce (the "Executive").

Background:

     I. The Company and Executive entered into an Employment  Agreement dated as
of January 1, 1995 , which was amended by an Amendment to  Employment  Agreement
approved by the  Company's  Compensation  Committee on July 7, 2004  pursuant to
authority  granted to that  Committee by the Company's  Board of Directors  (the
"Amendment").  The Agreement dated January 1, 1995, as amended by the Amendment,
is referred to herein as the "Employment Agreement."

     II. The Company contemplates  entering into a Merger Agreement (the "Merger
Agreement") with Fila-Fabbrica Italiana Lapis ed Affini S.p.A. (the "Buyer").

     III. The execution of this Second  Amendment was required by the Buyer as a
condition to the Buyer's  entering  into the Merger  Agreement so that the Buyer
will have the  Executive's  participation  in  management  of the Company  after
completion of the transactions contemplated by the Merger Agreement.

     IV. The  purpose of this  Second  Amendment  is to  further  amend  certain
provisions of the  Employment  Agreement as set forth in this Second  Amendment,
conditioned upon the consummation of the tender offer contemplated by the Merger
Agreement.

For valuable consideration, the Company and the Executive agree as follows.

     1.  Background  Statements.  The background  statements set forth above are
true and correct and are incorporated herein by reference.

     2. Restriction on Exercise of Termination  Rights.  The Executive shall not
be entitled to terminate the Employment Agreement because of a Change in Control
(as that term is defined in the  Employment  Agreement)  until the expiration of
the six month period  immediately  following the payment by the Buyer for shares
of Company  common  stock  pursuant to the Offer (as that term is defined in the
Merger  Agreement),  which six month  period is  hereinafter  referred to as the
"Transition Period").

     3.  Exclusion from  Computation  of Bonus.  The bonus paid to the Executive
under the  Company's  Success Bonus Plan upon payment by the Buyer for shares of
Company common stock pursuant to the Offer will not be included in computing the
average bonus for severance  purposes under Section  6(d)(iii) of the Employment
Agreement.




     4. Termination after Change in Control. For purposes of this Agreement, the
payment by the Buyer for shares of Company  common  stock  pursuant to the Offer
(as that term is defined in the Merger  Agreement)  shall constitute a Change in
Control  giving rise to the right of Executive to terminate his  Employment  for
Good  Reason  under the  Employment  Agreement.  Notwithstanding  the  provision
contained in the second  paragraph of Section 5(d) of the  Employment  Agreement
that states "Good Reason" shall mean (A) a Change in Control (as defined below),
provided,  however,  that a  termination  by the  Executive  due to a Change  in
Control  must be within 12 months  after the  effective  date of such  Change in
Control," the Executive  shall have the right to terminate  his  employment  for
Good  Reason as a result of a Change in  Control  only  during  the three  month
period immediately following the end of the Transition Period.

     5. Condition Precedent. This Second Amendment is expressly conditioned upon
payment by the Buyer for shares of Company  common  stock  pursuant to the Offer
and if such payment is not made, this Second Amendment shall be null and void.

     6.  Effect  of  Amendment.  Except  as  amended  hereby,  all  terms of the
Employment Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Addendum on the date and year
first above written.

                                          DIXON TICONDEROGA COMPANY,
                                          a Delaware corporation



                                          By: /s/ Richard A. Asta
                                              -------------------
                                          As its: CFO


                                          Executive

                                          /s/ Richard F. Joyce
                                          --------------------
                                          Richard F. Joyce