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




                                 March 12, 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 March 12, 2004, the Company issued a press release,  attached  hereto as
Exhibit 99-1,  addressing the Company's execution of the Third Amendment to  the
Exclusivity  Agreement  with Jarden  Corporation,  which is  attached  hereto as
Exhibit 99-2.


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

            (b) Not Applicable.

            (c) Exhibits

                     99-1 Press Release dated March 12, 2004

                     99-2  Third  Amendment  to  Exclusivity   Agreement   dated
                           March 12, 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:     March 12, 2004
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                             By:        /s/  Richard A. Asta
                                        -------------------------------
                                        Richard A. Asta
                                        Executive Vice President of Finance and
                                        Chief Financial Officer