SC TO-T/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE TO /A
                                (AMENDMENT NO. 2)



        TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                            DIXON TICONDEROGA COMPANY
                       (NAME OF SUBJECT COMPANY (ISSUER))


                            PENCIL ACQUISITION CORP.,
                            A WHOLLY-OWNED SUBSIDIARY
                                       OF
               F.I.L.A - FABBRICA ITALIANA LAPIS ED AFFINI S.P.A.
                      (NAMES OF FILING PERSONS (OFFERORS))


                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                   255860 10 8
                         (CUSIP NUMBER OF COMMON STOCK)

                             ROBERT W. FORMAN, ESQ.
                   SHAPIRO FORMAN ALLEN MILLER & MCPHERSON LLP
                               380 MADISON AVENUE
                                   25TH FLOOR
                            NEW YORK, NEW YORK 10017
                                 (212) 972-4900


            (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
       TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)

                            CALCULATION OF FILING FEE
                TRANSACTION VALUE*                  AMOUNT OF FILING FEE
                  $22,455,258                           $2,642.98

* Estimated for purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of 3,207,894 shares of common stock, par value $1.00
per share, of Dixon Ticonderoga Company (the "Shares"), representing all of the
outstanding Shares, as of December 16, 2004.

[X]  Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number
or the Form or Schedule and the date of its filing.

 Amount Previously Paid: $2,642.98        Filing Party: Pencil Acquisition Corp.
 Form or Registration No.: Schedule TO    Date Filed: January 7, 2005

[ ]  Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

        [X]  third-party tender offer subject to Rule 14d-1
        [ ]  issuer tender offer subject to Rule 13e-4
        [ ]  going private transaction subject to Rule 13e-3
        [ ]  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer [X]


                                       1



This Amendment No. 2 ("Amendment No. 2") amends and supplements the Tender Offer
Statement on Schedule TO (the "Statement") originally filed with the Securities
and Exchange Commission (the "SEC") on January 7, 2005 by Pencil Acquisition
Corp., ("Merger Sub"), a wholly owned subsidiary of F.I.L.A - Fabbrica Italiana
Lapis ed Affini S.p.A. ("Parent"), as amended by Amendment No.1 filed with the
SEC on January 26, 2005 ("Amendment No.1") relating to a tender offer by Merger
Sub to purchase all outstanding shares of common stock, par value $1.00 per
share, of Dixon Ticonderoga Company, a Delaware corporation (the "Company"), for
a purchase price of $7.00 per share, net to the seller in cash, without interest
thereon, upon the terms and conditions set forth in the Offer to Purchase, dated
January 7, 2005 (the "Offer to Purchase"), a copy of which is filed as Exhibit
(a)(1)(A) to the Statement (the "Offer to Purchase"), and in the related Letter
of Transmittal and the instructions thereto, a copy of which is filed as Exhibit
(a)(1)(B) to the Statement (the "Letter of Transmittal") (which, together with
the Offer to Purchase as each may be amended or supplemented from time to time,
constitute the "Offer"). Capitalized terms used and not otherwise defined in
this Amendment No. 2 shall have the meanings assigned to such terms in the Offer
to Purchase, in the Statement, or in Amendment No.1.

ITEMS 1 THROUGH 11.

Items 1 through 11 of the Statement as amended and supplemented pursuant to
Amendment No.1 are hereby amended and supplemented to include the following:

The Offer expired at 5:00 p.m., New York City time, on Monday, February 7, 2005.
According to Registrar and Transfer Company, which is serving as the Depositary
in connection with the Offer, as of February 7, 2005, 3,001,113 shares of the
Company's common stock, representing approximately 93.5% of the outstanding
shares of Company common stock, were validly tendered into the Offer and not
withdrawn pursuant to the Offer. Parent, through Merger Sub, has accepted for
payment all shares validly tendered and not validly withdrawn in the Offer.

On February 8, 2005 pursuant to the Agreement and Plan of Merger, dated December
16, 2004, as amended (the "Merger Agreement"), by and among Parent, the Merger
Sub, and the Company, the merger of Merger Sub with and into the Company (the
"Merger") was consummated without a vote or meeting of the Company's
stockholders, in accordance with Delaware law. As a result of the Merger, as of
the Effective Time (a) all issued and outstanding Shares (other than Shares held
by Parent, Merger Sub, the Company or any wholly owned subsidiary of the
Company, all of which were cancelled, and Shares held by stockholders of the
Company, if any, who properly exercise their dissenters rights) were
automatically converted into the right to receive $7.00 per share in cash, and
(b) each issued and outstanding share of the Merger Sub was converted into one
fully paid and nonassessable share of common stock of the Surviving Corporation.

On February 8, 2005, Parent issued a press release announcing the results of the
Offer and announcing that Merger Sub will be merged with and into the Company.
The full text of the press release is attached hereto as Exhibit (a)(5)(B)
and is incorporated herein by reference.

ITEM 12. EXHIBITS.



                                       2


Item 12 is hereby amended and supplemented to add the following exhibit:

(a)(5)(B)  Press Release issued by Parent dated February 8, 2005.



                                       3



                                    SIGNATURE


After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

F.I.L.A - Fabbrica Italiana Lapis ed Affini S.p.A.

By:      /s/ Massimo Candela
         -----------------------------------------
Name:    Massimo Candela
Title:   Managing Director


Pencil Acquisition Corp.

By:      /s/ Massimo Candela
         -----------------------------------------
Name:    Massimo Candela
Title:   President

Date:    February 8, 2005


EXHIBIT INDEX

(a)(5)(B)  Press Release issued by Parent dated February 8, 2005.



                                       4

EX-99.A.5.B

                                                               EXHIBIT(a)(5)(B)


FOR IMMEDIATE RELEASE


February 8, 2005

     FILA - FABBRICA ITALIANA LAPIS ED AFFINI S.P.A. SUCCESSFULLY COMPLETES
            CASH TENDER OFFER FOR SHARES OF DIXON TICONDEROGA COMPANY

MILAN ITALY, February 8, 2005 - Fabbrica Italiana Lapis ed Affini S.p.A.
("Fila") announced today the successful completion of the cash tender offer (the
"Offer") by Pencil Acquisition Corp. ("Merger Sub"), a wholly owned subsidiary
of Fila, for the outstanding shares of common stock of Dixon Ticonderoga Company
("Dixon") (AMEX:DXT) at $7.00 net per share, without interest. The Offer expired
at 5:00 p.m., New York City time, on Monday, February 7, 2005.

As of 5:00 p.m., February 7, 2005, 3,001,113 shares of Dixon common stock,
representing approximately 93.5% of the outstanding shares of Dixon common
stock, were validly tendered into the Offer and not withdrawn pursuant to the
Offer. Fila, through Merger Sub, has accepted for payment all shares validly
tendered and not validly withdrawn in the Offer.

Fila intends to effect a merger of Merger Sub with and into Dixon as soon as
practicable. The merger will be consummated without a vote or meeting of Dixon
stockholders, in accordance with Delaware law. In the merger, each of the
remaining shares of Dixon common stock, other than shares held by stockholders
who properly exercise appraisal rights under Delaware law, will be converted
into the right to receive $7.00 in cash, without interest. Dixon stockholders
who hold their stock certificates (as record holders) will receive notice in the
mail regarding the process to surrender their shares for the cash payment. Dixon
stockholders whose shares are held by banks or brokers will receive information
about their holdings from those institutions.

Notice To Investors

         This announcement is neither an offer to purchase nor a solicitation of
an offer to sell securities. The tender offer for the outstanding shares of
Dixon common stock is being made pursuant to a tender offer statement and
related material. Dixon stockholders are advised to read the tender offer
statement regarding the acquisition of Dixon, which was filed by Fila and Merger
Sub with the U.S. Securities and Exchange Commission ("SEC"), and the related
solicitation/recommendation statement, which was filed by Dixon with the SEC.
The tender offer statement (including an offer to purchase, letter of
transmittal and related tender offer documents) and the
solicitation/recommendation statement contain important information that should
be read carefully before any decision is made with respect to the Offer. These
documents and others filed by Fila, Merger Sub and Dixon with the SEC are
available free of charge at the SEC's website at http://www.sec.gov. The tender
offer statements and solicitation/ recommendation statement may also be obtained
free of charge by directing a request by mail to MacKenzie Partners, Inc., 105
Madison Avenue, New York, New York 10016 or by calling toll-free (800) 322-2885.



About Dixon Ticonderoga Company

Dixon, with operations dating back to 1795, is one of the oldest publicly held
companies in the U.S. Its consumer group manufactures and markets a wide range
of writing instruments, art materials and office products, including the
well-known Ticonderoga(R), Prang(R) and Dixon(R) brands. Headquartered in
Heathrow, Florida, Dixon employs approximately 1,600 people at eight facilities
in the U.S., Canada, Mexico, the U.K. and China. For more information about the
company see Dixon's website at www. Prang.com.

About Fila

Fila, with operations dating back to 1920, is a privately held Italian company.
It manufactures and markets a wide range of design and writing instruments, art
materials and modeling paste. Its leading brands in the European market are
Giotto, Tratto, Pongo, Das and Dido. Headquartered in Milan, Italy, Fila's group
employs about 600 people at four facilities in Italy, France, Spain and Chile.

Fila Media Relations Contact:

Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877