January 21, 2005

By Facsimile and U.S. Mail

Robert W. Forman, Esq.
Shapiro Forman Allen Miller & McPherson LLP
380 Madison Avenue
25th Floor
New York, New York 10017

	Re:	Dixon Ticonderoga Company
		Schedule TO-C filed December 17, 2004
		Schedule TO-T filed January 7, 2005
		Filed by Pencil Acquisition Corp., and F.I.L.A. S.P.A.

Dear Mr. Forman

	We have the following comments on the above-referenced
filing. Please note that where our comments affect disclosure also
included in your preliminary proxy statement on Schedule 14A filed January
11, 2005, you should revise that document as well.  Additional
comments on the preliminary proxy statement will be sent under separate
cover.

Schedule TO-C

1. We note your reference to the safe harbor provisions for
forward-looking statements in the December 17, 2004 press release.  Note
that the safe harbor protections for forward-looking statements
contained in the federal securities laws do not apply to statements made in
connection with a tender offer.  See Section 21E(b)(2)(C) of the
Securities Exchange Act of 1934 and Regulation M-A telephone
interpretation M.2 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.  Please do not refer
to the safe harbor provisions in any future communications with
respect to this tender offer.

2. We note the statement that, "The forward-looking statements
made herein are only made as of the date of this press release and we
undertake no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances."  This
disclaimer is inconsistent with the requirements of General
Instruction F of Schedule TO and your obligations under Rule 14d-
6(c) to amend the Schedule to reflect a material change in the
information previously disclosed.  Please avoid this statement in all future
communications and revise the Schedule TO to eliminate similar
statements.

Schedule TO-T

Offer to Purchase
Summary Term Sheet

3. We note from page S-3 and page 4 that you will not begin a
subsequent offering period, if offered, until after you have paid
for the securities submitted in the initial offer period, including
any extensions.  Note that Rule 14d-11(d) requires you to announce the
results of the tender offer no later than 9 a.m. the next business
day following expiration of the offer and begin the subsequent
offering period immediately.  Please clarify when you intend to
begin the subsequent offering period, should you choose to include one.

Certain U.S. Federal Income Tax Consequences, page 10

4. Shareholders are entitled to rely on your disclosure.  As such,
please revise the heading of this section and the introduction to
eliminate the terms "certain" and "general summary."  Also revise
the bolded paragraph on this page to eliminate the disclaimer that
"this information is for general information only and is not tax advice"
and the similar disclaimer in the introductory paragraph.  Please
confirm that you have disclosed all material federal income tax
consequences of the transaction or revise the document
accordingly. Finally, while you may recommend that security holders consult a
tax advisor regarding the particular federal tax consequences of the
transaction to them based on their individual situation, you may
not tell them that they "should" do so.  Please revise the bolded
paragraph on page 12 to eliminate this term.

Certain Information Concerning the Company, page 11

5. We note that the target company provided you with projections
that are included in the document in this section.  On page 11 you
state, "The inclusion of the projections in this Offer to purchase should
not be regarded as an indication that any of Parent, Merger Sub,
the Company or their respective affiliates or representatives consider
the projections to be a reliable prediction of future events, and
the projections should not be relied upon as such."  While it may be
acceptable to include qualifying language, it is inappropriate to
disclaim responsibility for statements made in the document."
Please revise to eliminate this and similar disclaimers throughout this
section, particularly in the last paragraph of this section.

6. We note that the projections "do not purport to present
operations in accordance with U.S. generally accepted accounting principles."
Tell us what consideration you have given to providing a
reconciliation of these projections so that they are provided in
accordance with GAAP.

7. We note that the projections "assume that the Company remained
independent and reflect costs and expenses associated with
investment banking fees, debt refinancing costs and Sarbanes-Oxley compliance
costs."  Revise to disclose all material assumptions underlying
the projections, quantifying them to the extent practicable.

8. To your knowledge, do the projections materially differ from
historical trends?  If so, please disclose this difference.

9. We note that the projections provided to you by the company`s
management "include" those disclosed here.  Revise to disclose all
projections provided to you by management.

Conditions of the Offer, page 30

10. Revise this section to disclose all conditions of the offer,
such as the minimum condition, the definition of a material adverse
effect, and to disclose the representations and warranties,
covenants and agreements, and governmental approvals and consents to which
you refer.

11. All conditions of the offer, other than required governmental
approvals, must be satisfied or waived prior to the expiration of
the offer.  We note the condition that you may terminate or withdraw
the offer if "the Company`s shareholders who are party to a Stock
Purchase Agreement with Parent and Merger Sub shall have failed to
sell their stock pursuant to such Stock Purchase Agreement."  As
the stock purchase agreement is to be consummated at the expiration of
this offer, it is unclear how you will be able to make this
determination prior to the expiration of the offer.  Please
advise.

12. Revise to clarify the difference between the two minimum
conditions to the offer.

13. We note that you have reserved the right to waive any of the
conditions to the offer, other than the minimum condition "at any
time and from time to time" and that "each right shall be deemed
an ongoing right which may be asserted at any time and from time to
time."  Defining the conditions as a continuing right that may be
waived at any time suggest that conditions to the offer may be
waived after expiration of the offer.  Please be advised that all
conditions of the offer, other than those dependent upon the receipt of
necessary government approvals (where they exist), must be
satisfied or waived before the expiration of the offer.  Please revise the
disclosure accordingly.

Letter of Transmittal:  Validity of Tender

14. You "reserve[] the right to waive any irregularities or
defects in the tender of any certificate[s] and [your] interpretation of
the terms and conditions of this letter of transmittal or any other
document delivered therewith with respect to such irregularities
or defects shall be in [your] sole discretion."  In the absence of
any objective criteria, such as a standard of reasonableness,
satisfaction of the offer conditions in the sole discretion of the
bidder is the equivalent of a waiver of the offer condition.  When
a bidder waives a material offer condition, the offer must remain
open or at least five business days from the date notice of the waiver
is provided to security holders.  Please revise this language and the
conditions section of the offer to purchase to include an
objective standard for the determination of whether a condition has been
satisfied.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information.

If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 942-1881.  You may
also contact me by facsimile at (202) 942-9638.

Sincerely,



Abby Adams
Special Counsel
Office of Mergers and Acquisitions