<PAGE> 1

As filed with the Securities and Exchange Commission on February 21, 1997
                                            Registration No. 33-______________



                      SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                               _______________


                                  FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                       THE SECURITIES ACT OF 1933
                             _______________


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


                 Delaware                         23-0973760
      (State or other jurisdiction of  (IRS Employer Identification No.)
       incorporation or organization)


                          195 International Parkway
                            Heathrow, FL  32746
                 (Address of principal executive offices)
                              _______________


         DIXON TICONDEROGA AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full title of Plan)

                             _______________


                              Richard A. Asta
                         Dixon Ticonderoga Company
                         195 International Parkway
                            Heathrow, FL  32746
                              (407) 829-9000
                (Name and address of agent for service)

                              (407) 829-9000
                      (Telephone number, including area
                         code of agent for service)
                             _______________

                               Copy to:
                       Philip M. Shasteen, Esquire
           Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
                    100 North Tampa Street, Suite 1800
                          Tampa, Florida  33602
                             (813) 225-2500
                             _______________

<PAGE> 2
                                 CALCULATION OF REGISTRATION FEE
<TABLE>
==========================================================================================================
<CAPTION>
                                                 Proposed         Proposed
                                                 Maximum          Maximum
      Title of Shares               Amount to be Offering Price   Aggregate       Amount of 
      to be Registered              Registered   Per Share        Offering Price  Registration Fee

------------------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>              <C>             <C>
Options to purchase Common Stock
under Amended and Restated Stock
Option Plan                           470,000    N/A              N/A             N/A

Common Stock issuable upon 
exercise of options                   470,000    $7.23<F1>        $3,398,100      $1,171.76

============================================================================================================

<FN>
<F1>  Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) 
      under the Securities Act, based upon $7.23, the per share average of high and low sale prices of the 
      Common Stock as reported by the American Stock Exchange for trading on February 18, 1997.
</FN>
</TABLE>

<PAGE> 3
                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   This Form S-8 Registration Statement is being filed with the Securities and
Exchange Commission (the "Commission") by Dixon Ticonderoga Company, a
Delaware corporation (the "Company") in order to register 300,000 shares of
the Company's common stock, par value $1.00 per share (the "Common Stock"),
which may be issued upon the exercise of options granted under the Company's'
1988 Executive Stock Plan, plus an additional 170,000 shares of Common Stock
added when the 1988 Executive Stock Plan was amended and restated by the
Company's Amended and Restated Stock Option Plan (the "Plan").

   On February 16, 1988, the Company filed a Registration Statement on Form
S-8 (No. 33-20054) with the Commission registering 100,000 shares of Common
Stock to be issued under the Plan.  On July 28, 1988, the Company filed a
Registration Statement on Form S-8 (No. 33-23380) with the Commission
registering 231,900 shares of Common Stock to be issued under the Plan.  On
August 23, 1989, the Company filed with the Commission a post effective
amendment thereto containing a combined reoffer Prospectus under Rule 429. 
The contents of Registration Statements No. 33-20054 and No. 33-23380 are
incorporated by reference in their entirety herein.

   Pursuant to Rule 429, this Registration Statement includes a combined
reoffer Prospectus relating to Form S-8  Registration Statements No. 33-20054 
and No. 33-23380 and this Form S-8 Registration Statement.  Pursuant to
Instruction E of Form S-8, the reoffer Prospectus included in this
Registration Statement revises the combined reoffer Prospectus contained in
Post Effective Amendment No. 1 to Registration Statement No. 33-23380.



<PAGE> 4





                           DIXON TICONDEROGA COMPANY


                801,900 Shares of Common Stock ($1.00 par value)

                                _______________


      The shares of Common Stock offered hereby are being sold by certain
Selling Securityholders.  The Company will not receive any of the proceeds
from the sale of the shares of Common Stock by the Selling Securityholders. 
See "Description of Securities" and "Selling Securityholders."

      The Common Stock of the Company is listed on the American Stock Exchange
under the symbol "DXT."

                                 __________

      See "Risk Factors" at Page 3, for a discussion of certain considerations
relevant to an Investment in the Common Stock offered hereby.

                                 __________

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
               COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
                  COMMISSION OR ANY STATE COMMISSION PASSED
                    UPON THE ACCURACY OR ADEQUACY OF THIS
                     PROSPECTUS.  ANY REPRESENTATION TO
                     THE CONTRARY IS A CRIMINAL OFFENSE.








            The date of this Prospectus is February 21, 1997

<PAGE> 5

                             _______________

                            TABLE OF CONTENTS

Available Information. . . . . . . . . . . . . . . . . . . . . . . . .2
Incorporation of Certain Documents by Reference. . . . . . . . . . . .2
Principal Executive Offices. . . . . . . . . . . . . . . . . . . . . .3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Selling Securityholders. . . . . . . . . . . . . . . . . . . . . . . .5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . .6
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7


                            AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (the "Registration Statement") on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act"), for
the registration of the securities offered hereby.  This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain items of which
are contained in exhibits and schedules to the Registration Statement as
permitted by the rules and regulations of the Commission.  For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement, including the exhibits
thereto, and the financial statements and notes filed as a part thereof. 
Statements made in this Prospectus concerning the contents of any contract,
agreement or other document referred to herein are not necessarily complete. 
With respect to each such contract, agreement or other document filed with the
Commission as an exhibit, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.

     The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Commission.  Such reports, proxy statements, and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago,
Illinois, 60661; and Seven World Trade Center, Suite 1300, New York, New York 
10048.  Copies of such material can be obtained from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.  Such material may also be
accessed electronically by means of the Commission's home page on the Internet
at http:\\www.sec.gov.  The Common Stock is listed on the American Stock
Exchange (the "AMEX") and such reports and other information may also be
inspected at the offices of the AMEX, 86 Trinity Place, New York, New York
10006.


               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, which have been filed by the Company with the
Commission, are hereby incorporated by reference in this Prospectus and made a
part hereof:

<PAGE> 6

     (i)  the Company's Annual Report on Form 10-K for the year ended
          September 30, 1996 (the "Form 10-K") filed with the Commission on
          December 19, 1996;

     (ii) the Company's Proxy Statement dated January 27, 1997;

     (iii)the Company's Quarterly Report on Form 10-Q for the quarter ended
          December 31, 1996, filed with the Commission on February 14, 1997;

     (iv) the description of the Common Stock which is contained in the
          Company's Form 8-A filed with the Commission on February 23, 1988.

     All documents and reports subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Securities
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents or reports.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified 
or superseded, except as so modified or superseded, shall not be deemed to
constitute a part of this Prospectus.
     
     The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference herein, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference in 
such documents).  Requests should be directed to Laura Van Camp, Corporate
Secretary, Dixon Ticonderoga Company, 195 International Parkway, Heathrow,
Florida 32746, telephone number (407) 829-9000.


                          PRINCIPAL EXECUTIVE OFFICES


     The Company's principal executive offices are located at 195
International Parkway, Heathrow, FL  32746 and its telephone number at that
address is (407) 829-9000.


                                  RISK FACTORS

     The securities offered hereby involve a high degree of risk.  Prospective
investors should carefully consider the following factors before making an
investment decision.

     CONTROL BY PRINCIPAL STOCKHOLDER.  Gino N. Pala, the Chairman of the
Board, President and Chief Executive Officer of the Company, through his
beneficial ownership (including options exercisable within the next 60 days)
has the power to vote approximately 23.6% of the Common Stock.  As a result of
his holdings, Mr. Pala currently exerts, and is likely to continue to exert,
significant control over the Company.

<PAGE> 7

     SUBSTANTIAL INDEBTEDNESS.  At December 31, 1996, the Company had
outstanding approximately $38.2 million in borrowings.  Of that amount, $21.7 
million was senior debt and $16.5 million was subordinated debt.  The level of
the Company's indebtedness could have important consequences to its future
prospects, including the following:  (i) the ability of the Company to obtain 
any necessary financing in the future for working capital, capital
expenditures, debt service requirements or other purposes may be limited; (ii)
a substantial portion of the Company's cash flow from operations must be
dedicated to the payment of principal of and interest on its indebtedness and 
other obligations and will not be available for other purposes; (iii) the
Company's level of indebtedness could limit its flexibility in planning for or
reacting to changes in its business; (iv) the Company will be more highly
leveraged than some of its competitors, which may place it at competitive
disadvantage; and (v) the Company's high level of indebtedness will make it
more vulnerable in the event of a downturn in its business.

     FINANCIAL AND OPERATING RESTRICTIONS IMPOSED BY EXISTING INDEBTEDNESS. 
The Company's senior and subordinated debt instruments impose significant
operating and financial restrictions on the Company.  Such restrictions
affect, and in certain cases significantly limit or prohibit, among other
things, the ability of the Company to incur additional indebtedness or to
create liens on its assets, pay dividends, sell assets, engage in mergers or
acquisitions or make investments.  The failure to comply with any such
covenant could result in a default thereunder, which could result in an
acceleration of such indebtedness.

     DEPENDENCE ON KEY CUSTOMERS.  Although none of the Company's customers
account for over 10% of revenues, the loss of one or more key customers could 
have a material adverse effect on the Company.

     COMPETITION.  Both of the Company's business segments are highly
competitive.  Many of these competitors have greater financial, technological 
and marketing resources than those available to the Company.

     NO DIVIDENDS.  The Company has not paid a cash dividend on its common
stock since 1990.  There can be no assurance that the Company will be in a
position to pay cash dividends in the foreseeable future.  Certain covenants
in the documents relating to the Company's indebtedness restrict its ability
to pay dividends.

     CERTAIN ANTI-TAKEOVER PROVISIONS.  The Company's Certificate of
Incorporation contains certain provisions, including a classified Board of
Directors, which may have the effect of delaying or preventing a change in
control of the Company, including a grant of authority to the Company's Board 
of Directors, without any further vote or action by the Company's
Securityholders, to issue up to 100,000 shares of preferred stock with such
designations, rights and preferences as may be determined from time to time by
the Board of Directors.  Pursuant to such authority, in 1995, the Board of
Directors created a series of 10,000 shares of preferred stock designated as
Series A Junior Preferred Stock for issuance pursuant to a Shareholder Rights 
Plan.  When issued, each share of Series A Junior Preferred Stock will entitle
the holder thereof to 1,000 votes on all matters submitted to a vote of the
Securityholders of the Company.  No shares of Series A Junior Preferred Stock 
have been issued or are outstanding and the Company has no present intention
to issue any such shares.  However, in the event of issuance, the preferred
stock could be utilized as a method of discouraging, delaying or preventing a 
change in control of the Company.

<PAGE> 8
     
                               USE OF PROCEEDS
     
     The Company will not receive any of the proceeds from the sale of Common 
Stock being sold by the Selling Securityholders.
     
     
                           SELLING SECURITYHOLDERS
     
     This Prospectus covers shares of Common Stock to be offered and sold by
Selling Securityholders listed in the table below in the amounts set forth
opposite their respective names.  The table sets forth information with
respect to the beneficial ownership of the Common Stock on the date hereof and
as adjusted to reflect the sale of the Common Stock being registered.
     
<TABLE>
<CAPTION>
                                                                       
Beneficial Ownership     Beneficial Ownership
                         On The Date Hereof<F1>         After Sale 
                         ---------------------      --------------------
                                               Number  
                                               of
                                               Shares  
Selling                  Number      Being     Number
Securityholder           of Shares   Percent*  Offered of Shares  Percent*
--------------           ---------   -------   ------- ---------  --------
<S>                      <C>         <C>       <C>     <C>        <C>
Gino N. Pala
Chairman of the Board,
President and Chief
Executive Officer        784,595<F2> 23.6%     29,900  754,695    22.7%

Richard F. Joyce
Vice Chairman of the
Board, President and 
Chief Operating Officer,
Consumer Group           27,801<F3>  *         18,500  9,310      *

Richard A. Asta
Executive Vice President
of Finance and Chief
Financial Officer        26,020      *         8,094   7,520      *

Leonard D. Dahlberg, Jr.
Executive Vice President,
Industrial Group         8,594       *         8,094   500        *

Kenneth A. Baer
Vice President and
Treasurer                8,862       *         8,088   774        *

Laura Hemmings
(formerly Van Camp)
Corporate Secretary      9,970       *         3,388   6,582      *

John Adornetto
Vice President and
Corporate Controller     8,069       *         5,000   3,069      *

<PAGE> 9

Richard H. D'Antonio
Senior Vice President
and Chief Information
Officer                  4,220       *         4,000   220        *

*Indicates ownership is less than 1%.

<FN>
<F1>  Does not include options that cannot be exercised within the next sixty 
      days.

<F2>  Includes 508,920 shares owned by him over which he has full voting and
      investment power and 245,775 shares over which he has sole voting and
      shared investment power only.  In addition, this includes options to
      purchase 29,900 shares that can be exercised within the next sixty days.

<F3>  Includes options to purchase 18,500 shares that can be exercised within 
      the next sixty days.  Does not include an irrevocable trust having
      97,420 shares for which Deborah Joyce (daughter of Gino N. Pala and
      spouse of Richard F. Joyce) acts as Trustee.
<FN>
</TABLE>


PLAN OF DISTRIBUTION
     
     The Common Stock may be sold from time to time by Selling Securityholders
in any one or more transactions (which may involve block transactions) on the 
AMEX, in the over-the-counter market, and on any exchange in which the Common 
Stock may then be listed, may also be sold from time to time in negotiated
transactions or a combination of such methods of sale, in each such case, at
market prices prevailing at the time of sale, or at negotiated prices.  The
Selling Securityholders may effect such transactions by selling securities to 
or through broker-dealers, and such broker-dealers may sell the securities as 
agent or may purchase such securities as principal and resell them for their
own account pursuant to this Prospectus.  Such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from Selling Securityholders and/or purchasers of securities from whom they
may act as agent (which compensation may be in excess of customary
commissions).
     
     In connection with such sales, Selling Securityholders and any
participating brokers or dealers may be deemed to be "underwriters" as defined
in the Securities Act in which event all brokerage commissions or discounts
and other compensation received by such Selling Securityholders and brokers or
dealers may be deemed underwriting compensation under the Securities Act.
     
     No person is authorized to give any information or to make any
representation in connection with the offering and sale of the securities
offered hereby, other than those contained in this Prospectus, and any such
information or representations not contained in this Prospectus must not be
relied upon as having been authorized.  This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any securities other than the
registered securities to which it relates.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy such
securities under any circumstances where such an offer or solicitation is
unlawful.  Neither the delivery of this Prospectus nor any sales made
hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof or that
the information contained herein is correct as of any time subsequent to its
date.

<PAGE> 10
     
     
                              LEGAL MATTERS

     The legality of the securities offered hereby has been passed upon for
the Company by Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A., Tampa,
Florida.  Philip M. Shasteen, a shareholder of Johnson, Blakely, Pope, Bokor, 
Ruppel & Burns, P.A., is a director of the Company and holds 8,969 shares of
Common Stock.


                                 EXPERTS
     
     The consolidated financial statements of the Company included in the
report on Form 10-K of the Company for the fiscal year ended September 30,
1996 incorporated by reference in this Registration Statement, have been
audited by Coopers & Lybrand L.L.P., independent accountants, as set forth in 
their report dated November 27, 1996, accompanying such financial statements, 
and are incorporated herein by reference in reliance upon the report of such
firm, which report is given upon their authority as experts in accounting and 
auditing.
     
     

<PAGE> 11

Item 8.  EXHIBITS

EXHIBIT NO.                  DESCRIPTION

    4*        Amended and Restated Stock Option Plan

    5         Opinion of Johnson, Blakely, Pope, Bokor, Ruppel &
              Burns, P.A. with respect to the legality of the
              securities being registered

   23.1       Consent of Johnson, Blakely, Pope, Bokor, Ruppel &
              Burns, P.A. (contained in their opinion filed
              herewith as Exhibit 5)

   23.2       Consent of Coopers & Lybrand L.L.P.

   24         Power of Attorney by the Officers and Directors who
              signed this Registration Statement (set forth on
              the signature page hereto)
_________

*Incorporated by reference to Appendix 3 to the Company's Proxy Statement
dated January 27, 1997, filed with the Commission.


Item 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                 (i) To include any Prospectus required by Section 10(a)(3) 
of the Securities Act of 1933;

                 (ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the 
Registration Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of Prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective Registration
Statement;

                 (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, 
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the 
Registration Statement.


<PAGE> 12

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act 9 of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer 
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication 
of such issue.
<PAGE>
<PAGE> 13

SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that 
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Heathrow, State of Florida, on this 
21st day of February, 1997.

                                       DIXON TICONDEROGA COMPANY.


                                       By:  /s/ Gino N. Pala           
                                            -----------------------------
                                            Gino N. Pala, Chairman of the
                                            Board and President


                           POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below under the heading "Signatures" constitutes and appoints Gino N. Pala and
Richard A. Asta his true and lawful attorneys-in-fact and agent with full
power of substitution and resubstitution, for and in his or her name, place
and stead, in any and all capacities to sign any or all amendments to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite necessary
to be done in and about the premises, as fully to all intents and purposes as 
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 21st day of February, 1997.


Signature                 Capacity                          Date
---------                 --------                          ----

/s/ Gino N. Pala          Chairman of the Board,       February 21, 1997
---------------------     President, Chief Executive
Gino N. Pala              Officer and Director


/s/ Richard F. Joyce      Vice Chairman of the Board,  February 21, 1997
---------------------     President and Chief Operating
Richard F. Joyce          Officer, Consumer Group,
                          Executive Vice President,
                          Chief Legal Executive and
                          Director


/s/ Richard A. Asta       Executive Vice President     February 21, 1997
---------------------     of Finance and Chief
Richard A. Asta           Financial Officer

<PAGE> 14

s/ John Adornetto         Vice President,Corporate     February 21, 1997
----------------------    Controller and Chief
John Adornetto            Accounting Officer


/s/ Philip M. Shasteen    Director                     February 21, 1997
----------------------
Philip M. Shasteen


/s/ John Ramondo          Director                     February 21, 1997
----------------------
John Ramondo


/s/ Ben Berzin, Jr.       Director                     February 21, 1997
----------------------
Ben Berzin, Jr.


<PAGE> 15

                               EXHIBIT INDEX

EXHIBIT NO.                       DESCRIPTION

    4*        Amended and Restated Stock Option Plan

    5         Opinion of Johnson, Blakely, Pope, Bokor, Ruppel &
              Burns, P.A. with respect to the legality of the
              securities being registered

   23.1       Consent of Johnson, Blakely, Pope, Bokor, Ruppel &
              Burns, P.A. (contained in their opinion filed
              herewith as Exhibit 5)

   23.2       Consent of Coopers & Lybrand L.L.P.

   24         Power of Attorney by the Officers and Directors who
              signed this Registration Statement (set forth on
              the signature page hereto)
_________

*Incorporated by reference to Appendix 3 to the Company's Proxy Statement
dated January 27, 1997, filed with the Commission.


    
<PAGE> 16

                                EXHIBIT 5
                         OPINION AND CONSENT OF
           JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A.


February 21, 1997


VIA FACSIMILE:  407/829-2570

Dixon Ticonderoga Company
P.O. Box 958413
Heathrow, Florida  32795-8413

      Re:  Dixon Ticonderoga Company - Registration Statement on Form S-8

Gentlemen:

      Reference is made to the Registration Statement on Form S-8 dated the date
hereof (the "Registration Statement") filed with the Securities and Exchange
Commission by Dixon Ticonderoga Company, a Delaware corporation (the "Company")
under the Securities Act of 1933, as amended (the "Act"), with respect to its
Amended and Restated Stock Option Plan (the "Plan").

      We have examined such documents and considered such legal matters as we 
have deemed necessary and relevant as the basis for the opinion set forth 
below. With respect to such examination, we have assumed the genuineness of 
all signatures, the authenticity of all documents submitted to us as originals, 
the conformity to original documents of all documents submitted to us as 
reproduced or certified copies, and the authenticity of the originals of 
those latter documents.  As to questions of fact material to this opinion, 
we have, to the extent deemed appropriate, relied upon certain representations 
of certain officers of the company.  Based upon the foregoing, it is our 
opinion that when applicable provisions of state securities laws have been 
complied with, the Shares to be issued by the Company upon exercise of options 
granted under the Plan have been duly authorized and, when issued and sold in 
accordance with the terms of the Registration Statement and paid for in the 
manner provided in the Plan, will be legally issued, fully paid and 
nonassessable.

      We are members of the Bar of the State of Florida, and the opinions
expressed herein are limited to the general corporation law of the state of
Delaware.  We do not express any opinion as to the laws, or to matters governed
by the laws, of any other jurisdiction or, in the case of Delaware, any other
laws.

      In giving this opinion, we have assumed that all certificates for the
Shares, prior to their issuance, will be duly executed on behalf of the company
by the company's transfer agent and will conform, except as to denominations, to
specimens we have examined.  We advise you that Philip M. Shasteen, a 
shareholder of Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A., is a member 
of the Board of Directors of the Company and the owner of 8,969 shares of 
common stock of the Company.  

      This opinion is rendered to you solely for your benefit in connection with
the Company's preparation in filing of the Registration Statement with the
Securities and Exchange Commission, and may not be relied upon, used, 
circulated, summarized, referred to or quoted by any other person or for any 
other purpose, or reproduced or filed publicly by any person, in whole or in 
part, without our prior written consent.

<PAGE> 17

Dixon Ticonderoga Company
February 21, 1997
Page 2


      We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel, and to all
references made to us in the Registration Statement and in the Prospectus 
forming a part thereof.  In giving this consent, we do not hereby admit that 
we are in the category of persons whose consent is required under Section 7 
of the Act or the rules and regulations promulgated thereunder.

                                 Johnson, Blakely, Pope, Bokor
                                 Ruppel & Burns, P.A


                                 /s/ JOHNSON, BLAKELY, POPE, BOKOR
                                 RUPPEL & BURNS, P.A

PMS/lmw

<PAGE> 18

                                 EXHIBIT 23.2
                    CONSENT OF COOPERS & LYBRAND, L.L.P.


We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated November 27, 1996, on our audits of the
consolidated financial statements and the financial statement schedule of
Dixon Ticonderoga Company and Subsidiaries as of September 30, 1996, and for
the three years then ended.  We also consent to the reference to our Firm
under the caption "Experts."




/s/ Coopers & Lybrand, L.L.P.

Coopers & Lybrand, L.L.P.
February 21, 1997
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1

As filed with the Securities and Exchange Commission on February 21, 1997
                                            Registration No. 33-______________

                      SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                               _______________

                                  FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                       THE SECURITIES ACT OF 1933
                             _______________

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

                 Delaware                         23-0973760
      (State or other jurisdiction of  (IRS Employer Identification No.)
       incorporation or organization)

                          195 International Parkway
                            Heathrow, FL  32746
                 (Address of principal executive offices)
                              _______________

         DIXON TICONDEROGA AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full title of Plan)

                             _______________

                              Richard A. Asta
                         Dixon Ticonderoga Company
                         195 International Parkway
                            Heathrow, FL  32746
                              (407) 829-9000
                (Name and address of agent for service)

                              (407) 829-9000
                      (Telephone number, including area
                         code of agent for service)
                             _______________

                               Copy to:
                       Philip M. Shasteen, Esquire
           Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
                    100 North Tampa Street, Suite 1800
                          Tampa, Florida  33602
                             (813) 225-2500
                             _______________
2
                                 CALCULATION OF REGISTRATION FEE

==========================================================================================================
Proposed         Proposed
                                                 Maximum          Maximum
      Title of Shares               Amount to be Offering Price   Aggregate       Amount of 
      to be Registered              Registered   Per Share        Offering Price  Registration Fee

------------------------------------------------------------------------------------------------------------
Options to purchase Common Stock
under Amended and Restated Stock
Option Plan                           470,000    N/A              N/A             N/A

Common Stock issuable upon 
exercise of options                   470,000    $7.23
$3,398,100      $1,171.76

============================================================================================================
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) 
      under the Securities Act, based upon $7.23, the per share average of high and low sale prices of the 
      Common Stock as reported by the American Stock Exchange for trading on February 18, 1997.
3
                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   This Form S-8 Registration Statement is being filed with the Securities and
Exchange Commission (the "Commission") by Dixon Ticonderoga Company, a
Delaware corporation (the "Company") in order to register 300,000 shares of
the Company's common stock, par value $1.00 per share (the "Common Stock"),
which may be issued upon the exercise of options granted under the Company's'
1988 Executive Stock Plan, plus an additional 170,000 shares of Common Stock
added when the 1988 Executive Stock Plan was amended and restated by the
Company's Amended and Restated Stock Option Plan (the "Plan").

   On February 16, 1988, the Company filed a Registration Statement on Form
S-8 (No. 33-20054) with the Commission registering 100,000 shares of Common
Stock to be issued under the Plan.  On July 28, 1988, the Company filed a
Registration Statement on Form S-8 (No. 33-23380) with the Commission
registering 231,900 shares of Common Stock to be issued under the Plan.  On
August 23, 1989, the Company filed with the Commission a post effective
amendment thereto containing a combined reoffer Prospectus under Rule 429. 
The contents of Registration Statements No. 33-20054 and No. 33-23380 are
incorporated by reference in their entirety herein.

   Pursuant to Rule 429, this Registration Statement includes a combined
reoffer Prospectus relating to Form S-8  Registration Statements No. 33-20054 
and No. 33-23380 and this Form S-8 Registration Statement.  Pursuant to
Instruction E of Form S-8, the reoffer Prospectus included in this
Registration Statement revises the combined reoffer Prospectus contained in
Post Effective Amendment No. 1 to Registration Statement No. 33-23380.
4

                           DIXON TICONDEROGA COMPANY

                801,900 Shares of Common Stock ($1.00 par value)

                                _______________

      The shares of Common Stock offered hereby are being sold by certain
Selling Securityholders.  The Company will not receive any of the proceeds
from the sale of the shares of Common Stock by the Selling Securityholders. 
See "Description of Securities" and "Selling Securityholders."

      The Common Stock of the Company is listed on the American Stock Exchange
under the symbol "DXT."

                                 __________

      See "Risk Factors" at Page 3, for a discussion of certain considerations
relevant to an Investment in the Common Stock offered hereby.

                                 __________

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
               COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
                  COMMISSION OR ANY STATE COMMISSION PASSED
                    UPON THE ACCURACY OR ADEQUACY OF THIS
                     PROSPECTUS.  ANY REPRESENTATION TO
                     THE CONTRARY IS A CRIMINAL OFFENSE.

            The date of this Prospectus is February 21, 1997
5

                             _______________

                            TABLE OF CONTENTS

Available Information. . . . . . . . . . . . . . . . . . . . . . . . .2
Incorporation of Certain Documents by Reference. . . . . . . . . . . .2
Principal Executive Offices. . . . . . . . . . . . . . . . . . . . . .3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Selling Securityholders. . . . . . . . . . . . . . . . . . . . . . . .5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . .6
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

                            AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (the "Registration Statement") on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act"), for
the registration of the securities offered hereby.  This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain items of which
are contained in exhibits and schedules to the Registration Statement as
permitted by the rules and regulations of the Commission.  For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement, including the exhibits
thereto, and the financial statements and notes filed as a part thereof. 
Statements made in this Prospectus concerning the contents of any contract,
agreement or other document referred to herein are not necessarily complete. 
With respect to each such contract, agreement or other document filed with the
Commission as an exhibit, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.

     The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Commission.  Such reports, proxy statements, and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago,
Illinois, 60661; and Seven World Trade Center, Suite 1300, New York, New York 
10048.  Copies of such material can be obtained from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.  Such material may also be
accessed electronically by means of the Commission's home page on the Internet
at http:\\www.sec.gov.  The Common Stock is listed on the American Stock
Exchange (the "AMEX") and such reports and other information may also be
inspected at the offices of the AMEX, 86 Trinity Place, New York, New York
10006.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, which have been filed by the Company with the
Commission, are hereby incorporated by reference in this Prospectus and made a
part hereof:
6

     (i)  the Company's Annual Report on Form 10-K for the year ended
          September 30, 1996 (the "Form 10-K") filed with the Commission on
          December 19, 1996;

     (ii) the Company's Proxy Statement dated January 27, 1997;

     (iii)the Company's Quarterly Report on Form 10-Q for the quarter ended
          December 31, 1996, filed with the Commission on February 14, 1997;

     (iv) the description of the Common Stock which is contained in the
          Company's Form 8-A filed with the Commission on February 23, 1988.

     All documents and reports subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Securities
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents or reports.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified 
or superseded, except as so modified or superseded, shall not be deemed to
constitute a part of this Prospectus.
     
     The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference herein, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference in 
such documents).  Requests should be directed to Laura Van Camp, Corporate
Secretary, Dixon Ticonderoga Company, 195 International Parkway, Heathrow,
Florida 32746, telephone number (407) 829-9000.

                          PRINCIPAL EXECUTIVE OFFICES

     The Company's principal executive offices are located at 195
International Parkway, Heathrow, FL  32746 and its telephone number at that
address is (407) 829-9000.

                                  RISK FACTORS

     The securities offered hereby involve a high degree of risk.  Prospective
investors should carefully consider the following factors before making an
investment decision.

     CONTROL BY PRINCIPAL STOCKHOLDER.  Gino N. Pala, the Chairman of the
Board, President and Chief Executive Officer of the Company, through his
beneficial ownership (including options exercisable within the next 60 days)
has the power to vote approximately 23.6% of the Common Stock.  As a result of
his holdings, Mr. Pala currently exerts, and is likely to continue to exert,
significant control over the Company.
7

     SUBSTANTIAL INDEBTEDNESS.  At December 31, 1996, the Company had
outstanding approximately $38.2 million in borrowings.  Of that amount, $21.7 
million was senior debt and $16.5 million was subordinated debt.  The level of
the Company's indebtedness could have important consequences to its future
prospects, including the following:  (i) the ability of the Company to obtain 
any necessary financing in the future for working capital, capital
expenditures, debt service requirements or other purposes may be limited; (ii)
a substantial portion of the Company's cash flow from operations must be
dedicated to the payment of principal of and interest on its indebtedness and 
other obligations and will not be available for other purposes; (iii) the
Company's level of indebtedness could limit its flexibility in planning for or
reacting to changes in its business; (iv) the Company will be more highly
leveraged than some of its competitors, which may place it at competitive
disadvantage; and (v) the Company's high level of indebtedness will make it
more vulnerable in the event of a downturn in its business.

     FINANCIAL AND OPERATING RESTRICTIONS IMPOSED BY EXISTING INDEBTEDNESS. 
The Company's senior and subordinated debt instruments impose significant
operating and financial restrictions on the Company.  Such restrictions
affect, and in certain cases significantly limit or prohibit, among other
things, the ability of the Company to incur additional indebtedness or to
create liens on its assets, pay dividends, sell assets, engage in mergers or
acquisitions or make investments.  The failure to comply with any such
covenant could result in a default thereunder, which could result in an
acceleration of such indebtedness.

     DEPENDENCE ON KEY CUSTOMERS.  Although none of the Company's customers
account for over 10% of revenues, the loss of one or more key customers could 
have a material adverse effect on the Company.

     COMPETITION.  Both of the Company's business segments are highly
competitive.  Many of these competitors have greater financial, technological 
and marketing resources than those available to the Company.

     NO DIVIDENDS.  The Company has not paid a cash dividend on its common
stock since 1990.  There can be no assurance that the Company will be in a
position to pay cash dividends in the foreseeable future.  Certain covenants
in the documents relating to the Company's indebtedness restrict its ability
to pay dividends.

     CERTAIN ANTI-TAKEOVER PROVISIONS.  The Company's Certificate of
Incorporation contains certain provisions, including a classified Board of
Directors, which may have the effect of delaying or preventing a change in
control of the Company, including a grant of authority to the Company's Board 
of Directors, without any further vote or action by the Company's
Securityholders, to issue up to 100,000 shares of preferred stock with such
designations, rights and preferences as may be determined from time to time by
the Board of Directors.  Pursuant to such authority, in 1995, the Board of
Directors created a series of 10,000 shares of preferred stock designated as
Series A Junior Preferred Stock for issuance pursuant to a Shareholder Rights 
Plan.  When issued, each share of Series A Junior Preferred Stock will entitle
the holder thereof to 1,000 votes on all matters submitted to a vote of the
Securityholders of the Company.  No shares of Series A Junior Preferred Stock 
have been issued or are outstanding and the Company has no present intention
to issue any such shares.  However, in the event of issuance, the preferred
stock could be utilized as a method of discouraging, delaying or preventing a 
change in control of the Company.
8
     
                               USE OF PROCEEDS
     
     The Company will not receive any of the proceeds from the sale of Common 
Stock being sold by the Selling Securityholders.
     
     
                           SELLING SECURITYHOLDERS
     
     This Prospectus covers shares of Common Stock to be offered and sold by
Selling Securityholders listed in the table below in the amounts set forth
opposite their respective names.  The table sets forth information with
respect to the beneficial ownership of the Common Stock on the date hereof and
as adjusted to reflect the sale of the Common Stock being registered.
Beneficial Ownership     Beneficial Ownership
                         On The Date Hereof
After Sale 
                         ---------------------      --------------------
                                               Number  
                                               of
                                               Shares  
Selling                  Number      Being     Number
Securityholder           of Shares   Percent*  Offered of Shares  Percent*
--------------           ---------   -------   ------- ---------  --------
Gino N. Pala
Chairman of the Board,
President and Chief
Executive Officer        784,595
23.6%     29,900  754,695    22.7%

Richard F. Joyce
Vice Chairman of the
Board, President and 
Chief Operating Officer,
Consumer Group           27,801
*         18,500  9,310      *

Richard A. Asta
Executive Vice President
of Finance and Chief
Financial Officer        26,020      *         8,094   7,520      *

Leonard D. Dahlberg, Jr.
Executive Vice President,
Industrial Group         8,594       *         8,094   500        *

Kenneth A. Baer
Vice President and
Treasurer                8,862       *         8,088   774        *

Laura Hemmings
(formerly Van Camp)
Corporate Secretary      9,970       *         3,388   6,582      *

John Adornetto
Vice President and
Corporate Controller     8,069       *         5,000   3,069      *
9

Richard H. D'Antonio
Senior Vice President
and Chief Information
Officer                  4,220       *         4,000   220        *

*Indicates ownership is less than 1%.
Does not include options that cannot be exercised within the next sixty 
      days.
Includes 508,920 shares owned by him over which he has full voting and
      investment power and 245,775 shares over which he has sole voting and
      shared investment power only.  In addition, this includes options to
      purchase 29,900 shares that can be exercised within the next sixty days.
Includes options to purchase 18,500 shares that can be exercised within 
      the next sixty days.  Does not include an irrevocable trust having
      97,420 shares for which Deborah Joyce (daughter of Gino N. Pala and
      spouse of Richard F. Joyce) acts as Trustee.
PLAN OF DISTRIBUTION
     
     The Common Stock may be sold from time to time by Selling Securityholders
in any one or more transactions (which may involve block transactions) on the 
AMEX, in the over-the-counter market, and on any exchange in which the Common 
Stock may then be listed, may also be sold from time to time in negotiated
transactions or a combination of such methods of sale, in each such case, at
market prices prevailing at the time of sale, or at negotiated prices.  The
Selling Securityholders may effect such transactions by selling securities to 
or through broker-dealers, and such broker-dealers may sell the securities as 
agent or may purchase such securities as principal and resell them for their
own account pursuant to this Prospectus.  Such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from Selling Securityholders and/or purchasers of securities from whom they
may act as agent (which compensation may be in excess of customary
commissions).
     
     In connection with such sales, Selling Securityholders and any
participating brokers or dealers may be deemed to be "underwriters" as defined
in the Securities Act in which event all brokerage commissions or discounts
and other compensation received by such Selling Securityholders and brokers or
dealers may be deemed underwriting compensation under the Securities Act.
     
     No person is authorized to give any information or to make any
representation in connection with the offering and sale of the securities
offered hereby, other than those contained in this Prospectus, and any such
information or representations not contained in this Prospectus must not be
relied upon as having been authorized.  This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any securities other than the
registered securities to which it relates.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy such
securities under any circumstances where such an offer or solicitation is
unlawful.  Neither the delivery of this Prospectus nor any sales made
hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof or that
the information contained herein is correct as of any time subsequent to its
date.
10
     
     
                              LEGAL MATTERS

     The legality of the securities offered hereby has been passed upon for
the Company by Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A., Tampa,
Florida.  Philip M. Shasteen, a shareholder of Johnson, Blakely, Pope, Bokor, 
Ruppel & Burns, P.A., is a director of the Company and holds 8,969 shares of
Common Stock.

                                 EXPERTS
     
     The consolidated financial statements of the Company included in the
report on Form 10-K of the Company for the fiscal year ended September 30,
1996 incorporated by reference in this Registration Statement, have been
audited by Coopers & Lybrand L.L.P., independent accountants, as set forth in 
their report dated November 27, 1996, accompanying such financial statements, 
and are incorporated herein by reference in reliance upon the report of such
firm, which report is given upon their authority as experts in accounting and 
auditing.
11

Item 8.  EXHIBITS

EXHIBIT NO.                  DESCRIPTION

    4*        Amended and Restated Stock Option Plan

    5         Opinion of Johnson, Blakely, Pope, Bokor, Ruppel &
              Burns, P.A. with respect to the legality of the
              securities being registered

   23.1       Consent of Johnson, Blakely, Pope, Bokor, Ruppel &
              Burns, P.A. (contained in their opinion filed
              herewith as Exhibit 5)

   23.2       Consent of Coopers & Lybrand L.L.P.

   24         Power of Attorney by the Officers and Directors who
              signed this Registration Statement (set forth on
              the signature page hereto)
_________

*Incorporated by reference to Appendix 3 to the Company's Proxy Statement
dated January 27, 1997, filed with the Commission.

Item 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                 (i) To include any Prospectus required by Section 10(a)(3) 
of the Securities Act of 1933;

                 (ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the 
Registration Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of Prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective Registration
Statement;

                 (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, 
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the 
Registration Statement.
12

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act 9 of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer 
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication 
of such issue.
13

SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that 
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Heathrow, State of Florida, on this 
21st day of February, 1997.

                                       DIXON TICONDEROGA COMPANY.

                                       By:  /s/ Gino N. Pala           
                                            -----------------------------
                                            Gino N. Pala, Chairman of the
                                            Board and President

                           POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below under the heading "Signatures" constitutes and appoints Gino N. Pala and
Richard A. Asta his true and lawful attorneys-in-fact and agent with full
power of substitution and resubstitution, for and in his or her name, place
and stead, in any and all capacities to sign any or all amendments to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite necessary
to be done in and about the premises, as fully to all intents and purposes as 
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 21st day of February, 1997.

Signature                 Capacity                          Date
---------                 --------                          ----

/s/ Gino N. Pala          Chairman of the Board,       February 21, 1997
---------------------     President, Chief Executive
Gino N. Pala              Officer and Director

/s/ Richard F. Joyce      Vice Chairman of the Board,  February 21, 1997
---------------------     President and Chief Operating
Richard F. Joyce          Officer, Consumer Group,
                          Executive Vice President,
                          Chief Legal Executive and
                          Director

/s/ Richard A. Asta       Executive Vice President     February 21, 1997
---------------------     of Finance and Chief
Richard A. Asta           Financial Officer
14

s/ John Adornetto         Vice President,Corporate     February 21, 1997
----------------------    Controller and Chief
John Adornetto            Accounting Officer

/s/ Philip M. Shasteen    Director                     February 21, 1997
----------------------
Philip M. Shasteen

/s/ John Ramondo          Director                     February 21, 1997
----------------------
John Ramondo

/s/ Ben Berzin, Jr.       Director                     February 21, 1997
----------------------
Ben Berzin, Jr.
15

                               EXHIBIT INDEX

EXHIBIT NO.                       DESCRIPTION

    4*        Amended and Restated Stock Option Plan

    5         Opinion of Johnson, Blakely, Pope, Bokor, Ruppel &
              Burns, P.A. with respect to the legality of the
              securities being registered

   23.1       Consent of Johnson, Blakely, Pope, Bokor, Ruppel &
              Burns, P.A. (contained in their opinion filed
              herewith as Exhibit 5)

   23.2       Consent of Coopers & Lybrand L.L.P.

   24         Power of Attorney by the Officers and Directors who
              signed this Registration Statement (set forth on
              the signature page hereto)
_________

*Incorporated by reference to Appendix 3 to the Company's Proxy Statement
dated January 27, 1997, filed with the Commission.
16

                                EXHIBIT 5
                         OPINION AND CONSENT OF
           JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A.

February 21, 1997

VIA FACSIMILE:  407/829-2570

Dixon Ticonderoga Company
P.O. Box 958413
Heathrow, Florida  32795-8413

      Re:  Dixon Ticonderoga Company - Registration Statement on Form S-8

Gentlemen:

      Reference is made to the Registration Statement on Form S-8 dated the date
hereof (the "Registration Statement") filed with the Securities and Exchange
Commission by Dixon Ticonderoga Company, a Delaware corporation (the "Company")
under the Securities Act of 1933, as amended (the "Act"), with respect to its
Amended and Restated Stock Option Plan (the "Plan").

      We have examined such documents and considered such legal matters as we 
have deemed necessary and relevant as the basis for the opinion set forth 
below. With respect to such examination, we have assumed the genuineness of 
all signatures, the authenticity of all documents submitted to us as originals, 
the conformity to original documents of all documents submitted to us as 
reproduced or certified copies, and the authenticity of the originals of 
those latter documents.  As to questions of fact material to this opinion, 
we have, to the extent deemed appropriate, relied upon certain representations 
of certain officers of the company.  Based upon the foregoing, it is our 
opinion that when applicable provisions of state securities laws have been 
complied with, the Shares to be issued by the Company upon exercise of options 
granted under the Plan have been duly authorized and, when issued and sold in 
accordance with the terms of the Registration Statement and paid for in the 
manner provided in the Plan, will be legally issued, fully paid and 
nonassessable.

      We are members of the Bar of the State of Florida, and the opinions
expressed herein are limited to the general corporation law of the state of
Delaware.  We do not express any opinion as to the laws, or to matters governed
by the laws, of any other jurisdiction or, in the case of Delaware, any other
laws.

      In giving this opinion, we have assumed that all certificates for the
Shares, prior to their issuance, will be duly executed on behalf of the company
by the company's transfer agent and will conform, except as to denominations, to
specimens we have examined.  We advise you that Philip M. Shasteen, a 
shareholder of Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A., is a member 
of the Board of Directors of the Company and the owner of 8,969 shares of 
common stock of the Company.  

      This opinion is rendered to you solely for your benefit in connection with
the Company's preparation in filing of the Registration Statement with the
Securities and Exchange Commission, and may not be relied upon, used, 
circulated, summarized, referred to or quoted by any other person or for any 
other purpose, or reproduced or filed publicly by any person, in whole or in 
part, without our prior written consent.
17

Dixon Ticonderoga Company
February 21, 1997
Page 2

      We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel, and to all
references made to us in the Registration Statement and in the Prospectus 
forming a part thereof.  In giving this consent, we do not hereby admit that 
we are in the category of persons whose consent is required under Section 7 
of the Act or the rules and regulations promulgated thereunder.

                                 Johnson, Blakely, Pope, Bokor
                                 Ruppel & Burns, P.A

                                 /s/ JOHNSON, BLAKELY, POPE, BOKOR
                                 RUPPEL & BURNS, P.A

PMS/lmw
18

                                 EXHIBIT 23.2
                    CONSENT OF COOPERS & LYBRAND, L.L.P.

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated November 27, 1996, on our audits of the
consolidated financial statements and the financial statement schedule of
Dixon Ticonderoga Company and Subsidiaries as of September 30, 1996, and for
the three years then ended.  We also consent to the reference to our Firm
under the caption "Experts."

/s/ Coopers & Lybrand, L.L.P.

Coopers & Lybrand, L.L.P.
February 21, 1997