================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                         AMENDMENT NO. 1 TO FORM 10-KSB

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934

                            For the fiscal year ended
                                December 31, 2003

                             Commission File Number
                                     0-50186


                           LEVCOR INTERNATIONAL, INC.
           ----------------------------------------------------------
           (Exact name of the registrant as specified in its charter)


          Delaware                                               06-0842701
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               Identification No.)


                  462 Seventh Avenue, New York, New York 10018
                  --------------------------------------------
                    (Address of principal executive offices)


                                 (212) 354-8500
                        -------------------------------
                        (Registrant's telephone number)


   Securities registered pursuant to Section 12(b) of the Exchange Act: None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.01 per share

         Indicate by check mark whether the issuer: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

           Yes [X]                                  No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. __

         Issuer's revenues for the fiscal year ended December 31, 2003:
$30,784,000

         At March 23, 2004, approximately 5,157,289 shares of common stock, par
value $0.01 per share, of the issuer were outstanding and the aggregate market
value of the voting common stock held by non-affiliates was approximately
$12,899,816.

         Documents incorporated by reference: None

         Transitional Small Business Disclosure Format: Yes [ ]   No [X]

<PAGE>

The undersigned registrant hereby amends the following items of its Annual
Report on Form 10-KSB for the year ended December 31, 2003.

Item 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors and Executive Officers

         The following table sets forth the names of the directors and executive
officers of the Company, their ages, and their current positions with Levcor
International, Inc. (the "Company")

      Name                Age                           Title
-------------------       ---          ----------------------------------------
Robert A. Levinson         78          Chairman of the Board, President and
                                       Chief Executive Officer

Edward F. Cooke            50          Chief Financial Officer, Vice President,
                                       Secretary, Treasurer and Director
Joseph S. DiMartino        60          Director
Giandomenico Picco         55          Director
John McConnaughy           74          Director
Edward H. Cohen            65          Director

         Each director is elected to serve on the Board of Directors of the
Company until the next annual meeting of stockholders and until their successors
shall be duly elected and qualified. The term of the current directors expires
at the next annual meeting of stockholders.

         Mr. Levinson has been Chairman of the Board and President of the
Company, and its Chief Executive Officer, since June 1989. From June 1989 to
January 2003, he also served as Secretary and Principal Financial Officer of the
Company. Mr. Levinson served as Chairman of the Board, President and Chief
Executive Officer of Carlyle Industries, Inc. ("Carlyle") from May 1998 to
January 2003. From 1979 until May 1, 1995, Mr. Levinson was Chairman of the
Board of Andrex Industries Corp., a company engaged in textile manufacturing and
processing. Mr. Levinson is a member of the Board of the National Committee on
U.S. China Relations and the World Peace Institute at New School University.

         Mr. Cooke has been Chief Financial Officer, Vice President, Secretary,
Treasurer and a director of the Company since January 6, 2003. Prior to then,
Mr. Cooke served as a director (from May 2000 to January 2003), Chief Financial
Officer, Secretary and Vice President (from February 1998 to January 2003) of
Carlyle. Since January 1, 1999, Mr. Cooke has been President and Chief Executive
Officer of Blumenthal/Lansing Company, LLC, a wholly-owned subsidiary of the
Company. Mr. Cooke was previously appointed to serve as Carlyle's Chief
Financial Officer, Secretary and Vice President in February 1997, April 1996 and
May 1996, respectively, until he resigned from such positions in September 1997.
From October 1997 to January 1998, Mr. Cooke served as Chief Financial Officer
for Missbrenner, Inc., a supplier of printed fabrics. Mr. Cooke served as
Controller of Carlyle from April 1994 until May 1996 and served as Chief
Accounting Officer of Carlyle from March 1995 until February 1997. Since 1999,
Mr. Cooke has also been a member of the board of directors of the Home Sewing
Association.

         Mr. DiMartino has been a director of the Company since January 6, 2003.
From May 1995 to January 2003, he served as a director of Carlyle. Mr. DiMartino
was a director of Noel Group, Inc. and served as a director and Chairman of the
<PAGE>

Board of Noel from March 1995 until its dissolution in September 1999. Since
January 1995, Mr. DiMartino has been a director, a trustee or the managing
general partner of various funds in the Dreyfus Family of Funds. He also
currently serves on the board of directors of Century Business Services, Inc.

         Mr. Picco has been a director of the Company since January 6, 2003. Mr.
Picco served as a director of Carlyle from May 2000 until January 2003. Since
1994, Mr. Picco has served as Chief Executive Officer of GDP Associates, Inc., a
consulting company to industrial corporations. Mr. Picco currently serves as
President of the Non-Governmental Peace Strategies Project, a Geneva,
Switzerland non-profit institute aimed at devising new vehicles for the private
sector to support peace efforts.

         Mr. McConnaughy has been a director of the Company since June 1989. He
is Chairman and Chief Executive Officer of JEMC Corporation, a company engaged
in exploring investment opportunities. From 1981 until his retirement in 1992,
Mr. McConnaughy was Chairman of the Board and Chief Executive Officer of GEO
International Corporation, a company engaged in screen-printing and oil
services. From 1985 until his retirement in 1992, Mr. McConnaughy also served as
President of GEO International Corporation. Mr. McConnaughy is Chairman of the
Board of the Excellence Group, LLC, which filed a petition for bankruptcy under
Chapter 11 of the Bankruptcy Code on January 13, 1999. The Excellence Group's
subsidiaries produced labels for a variety of customers. Mr. McConnaughy serves
as a director of Varsity Sports, Inc., Adrien Arpel, Inc., Mego Corporation,
Transact International, Inc., Wave Systems Corp., DeVlieg-Bullard, Inc, Consumer
Portfolio Services, Inc. and Overhill Farms, Inc.

         Mr. Cohen has been a director of the Company since June 1998. Mr. Cohen
serves as Counsel to the law firm of Katten Muchin Zavis Rosenman, New York, New
York, and for more than the past five years, until January 31, 2002, was a
Senior Partner at its predecessor law firm, Rosenman & Colin LLP. Mr. Cohen also
serves as a director of Franklin Electronic Publishers, Inc., a designer and
developer of electronic reference products, Phillips-Van Heusen Corporation, a
manufacturer and retailer of apparel and footwear, Merrimac Industries, Inc., a
designer and producer of microwave and radio frequency components, and Gilman &
Ciocia, Inc., a financial planning and tax preparation firm. Mr. Cohen does not
share in any fees paid by the Company to Katten Muchin Zavis Rosenman.

         Officers serve at the discretion of the Board of Directors. There are
no arrangements or understandings pursuant to which any person has been elected
as a director or executive officer of the Company. There is no family
relationship among any directors or executive officers of the Company.

Committees of the Board of Directors

         On January 6, 2003, the Company established an Audit Committee,
Compensation Committee and Corporate Governance Committee of its Board of
Directors.

         The Audit Committee currently consists of Messrs. DiMartino,
McConnaughy and Picco and each member meets the independence requirements of
NASDAQ and the Securities Exchange Act of 1934 (the "Exchange Act"). The Audit
Committee's function is to provide assistance to the Board of Directors in
fulfilling the Board's oversight functions relating to the quality and integrity
of the Company's financial reports, monitor the Company's financial reporting
process and internal control system, and perform such other activities
consistent with its charter and the Company's By-laws as the Committee or the
Board of Directors deems appropriate. The Audit Committee is directly
responsible for the appointment, compensation and oversight of the work of the
outside auditors (including resolution of disagreements between management of
the Company and the outside auditors regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work. The Audit
Committee must pre-approve all audit and non-audit services to be provided to
the Company by its outside auditors. The Committee carries out all functions

                                       2
<PAGE>

required by NASDAQ, the Securities and Exchange Commission and the federal
securities laws. During fiscal year 2003, the Audit Committee held two meetings.
The Audit Committee does not include an "audit committee financial expert" as
defined in the SEC's Regulation S-B, Item 401(e)(2) because the Board of
Directors believes that the members of the Audit Committee are collectively
capable of analyzing and evaluating the Company's financial statements. In
addition, the Board believes that retaining an independent director who would
qualify as an "audit committee financial expert" would be overly costly and
burdensome and is not warranted at this time. A copy of the Audit Committee
charter as adopted by the Board of Directors is filed as Exhibit 99.1 to this
Annual Report on Form 10-KSB.

         Messrs. McConnaughy, DiMartino and Picco currently serve on the
Compensation Committee and each member meets the independence requirements of
NASDAQ and the Securities Exchange Act of 1934. The purpose of the Compensation
Committee is to oversee the responsibilities relating to compensation of the
Company's executives and produce an annual report on executive compensation for
inclusion in the Company's proxy statement. Since its formation, the
Compensation Committee has administered the Company's 2002 Stock Option Plan.
During fiscal year 2003, the Compensation Committee held one meeting.

         Messrs. Cohen, DiMartino and McConnaughy currently serve on the
Corporate Governance Committee and each member meets the independence
requirements of NASDAQ and the Securities Exchange Act of 1934. The Governance
Committee is responsible for identifying and recommending to the Board of
Directors individuals qualified to become Board and Committee members;
maintaining that a majority of the Board of Directors members are independent
and that all the members of the Audit, Compensation and Governance Committees
are independent; developing and recommending to the Board of Directors a set of
corporate governance principles applicable to the Company; and addressing
corporate governance issues for the Board. During fiscal year 2003, the
Corporate Governance Committee held no meetings. A copy of the Corporate
Governance Committee charter as adopted by the Board of Directors is filed as
Exhibit 99.2 to this Annual Report on Form 10-KSB.

Nominating Procedures

         The Corporate Governance Committee of the Company considers director
candidates based upon a number of qualifications, including their independence,
knowledge, judgment, integrity, character, leadership, skills, education,
experience, financial literacy, standing in the community and ability to foster
a diversity of backgrounds and views and to complement the Board's existing
strengths. Specifically, the Corporate Governance Committee seeks directors who
have demonstrated an ethical and successful career. Backgrounds giving rise to
actual or perceived conflicts of interest are undesirable. There are no
specific, minimum or absolute criteria for Board membership. The Corporate
Governance Committee conducts an annual assessment of the composition of the
Board and Committees and reviews the appropriate skills and characteristics
required of Board members. The Corporate Governance Committee does not generally
rely upon third-party search firms to identify director candidates, but may
employ such firms if so desired. Instead, the Corporate Governance Committee
relies upon recommendations from a wide variety of its business contacts,
including current executive officers, directors, community leaders, and
shareholders as a source for potential director candidates. The Corporate
Governance Committee makes every effort to ensure that the Board and its
committees include at least the required number of independent directors, as
that term is defined by NASDAQ and the Securities and Exchange Commission. The
Board retains complete discretion over making nominations for election as a
member of the Board.

         The Corporate Governance Committee will consider qualified director
candidates recommended by shareholders in compliance with the Company's
procedures and subject to applicable inquiries. The Corporate Governance
Committee's evaluation of candidates recommended by shareholders does not differ

                                       3
<PAGE>

materially from its evaluation of candidates recommended from other sources. Any
shareholder may recommend nominees for director prior to January 15, 2005, by
writing to Robert A. Levinson of Levcor at 462 Seventh Avenue, New York, New
York 10018, giving the name, stockholding and contact information of the person
making the nomination, the candidate's name, address and other contact
information, any direct or indirect holdings of the Company's securities by the
nominee, any information required to be disclosed about directors under
applicable securities laws and/or stock exchange requirements, information
regarding related party transactions with the Company and/or the stockholder
submitting the nomination, and any actual or potential conflicts of interest,
the nominee's biographical data, current public and private company
affiliations, employment history and qualifications and status as "independent"
under applicable securities laws and/or stock exchange requirements. All of
these communications will be reviewed by our Secretary and forwarded to Edward
H. Cohen, the Chair of the Corporate Governance Committee, for further review
and consideration in accordance with this policy. Any such shareholder
recommendation should be accompanied by a written statement from the candidate
of his or her consent to be named as a candidate and, if nominated and elected,
to serve as a director.

Stockholder Communications

         Any stockholder or other interested party who desires to communicate
with the Company's Chairman of the Board of Directors or any of the other
members of the Board of Directors may do by writing to: Robert A. Levinson,
Levcor International, Inc., 462 Seventh Avenue, New York, New York 10018.
Communications may be addressed to the Chairman of the Board, an individual
director, a Board Committee, the non-management directors or the full Board.
Communications received by the Chairman of the Board will then be distributed to
the appropriate directors unless the Chairman determines that the information
submitted constitutes "spam," pornographic material and/or communications
offering to buy or sell products or services.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers, directors and
persons who beneficially own greater than 10% of a registered class of the
Company's equity securities to file certain reports ("Section 16 Reports") with
the Securities and Exchange Commission with respect to ownership and changes in
ownership of the Company's common stock, par value $0.01 per share ("Common
Stock") and other equity securities of the Company. Based solely on the
Company's review of the Section 16 Reports furnished to the Company, all Section
16(a) requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with during the fiscal year ended December 31,
2003 except for the following: Joseph S. DiMartino failed to timely file an
Initial Statement of Beneficial Ownership on Form 3 in January 2003 with respect
to his acquisition of Common Stock and stock options and a Statement of Changes
in Beneficial Ownership on Form 4 in February 2003 with respect to his
acquisition of Common Stock, Edward H. Cohen failed to timely file a Statement
of Changes in Beneficial Ownership on Form 4 in May 2003 with respect to his
acquisition of Common Stock in payment of director's fees in lieu of cash, John
McConnaughy failed to timely file a Statement of Changes in Beneficial Ownership
on Form 4 in May 2003 with respect to his acquisition of Common Stock in payment
of director's fees in lieu of cash and Edward F. Cooke failed to timely file a
Statement of Changes in Beneficial Ownership on Form 4 in July 2003 with respect
to his acquisition of Common Stock and stock options. Such transactions have
since been reported.

                                       4
<PAGE>

Code of Ethics

         The Company has adopted a Code of Ethics for its Principal Executive
Officer and its Senior Financial Officers. A copy of the Code of Ethics is filed
as Exhibit 14 to this Annual Report on Form 10-KSB.

Item 10. EXECUTIVE COMPENSATION.

         The following table summarizes compensation paid by the Company during
fiscal years 2001, 2002 and 2003 to the Company's executive officers during such
periods (the "Named Executive Officers") for services rendered in all capacities
to the Company.

<TABLE>
<CAPTION>
                                                     Summary Compensation Table
                                                                                                   Long-term Compensation
                                                                                        --------------------------------------------
                                                                                                Awards                 Payouts
                                                       Annual Compensation              -----------------------   ------------------
                                             -----------------------------------------  Restricted   Securities            All Other
                                                                          Other Annual    Stock      Underlying    LTIP     Compen-
                                                                          Compensation   Award(s)     Options/    Payouts   sation
Name And Principal Position                  Year   Salary($)  Bonus($)       ($)          ($)         SARs(#)      ($)       ($)
---------------------------                  ----   ---------  --------   ------------  ----------   ----------   -------  ---------

<S>                                          <C>    <C>        <C>        <C>              <C>               <C>    <C>     <C>
Robert A. Levinson                           2003   $237,500   $ 91,812   $         --     --                --     --      $    --
  Chairman of the Board, Chief               2002     37,500         --             --     --                --     --           --
  Executive Officer and President            2001     37,500         --             --     --                --     --           --


Edward F. Cooke                              2003    150,000    105,103          3,800     --           200,000     --           --
  Chief Financial Officer, Vice President,
  Secretary and Treasurer
</TABLE>

         The following table sets forth information on stock options for the
Named Executive Officers for the year ended December 31, 2003.

<TABLE>
<CAPTION>
                                      Option/SAR Grants in Last Fiscal Year

                    Number of Securities    Percent of Total Options
                    Underlying Options /       / SARs Granted to
                        SARs Granted           Employees in Fiscal      Exercise or Base Price
Name                        (#)                       Year                      ($/Sh)            Expiration Date
---------------     --------------------    ------------------------    ----------------------    ---------------

<S>                       <C>                         <C>                        <C>                  <C>
Edward F. Cooke           200,000                     100%                       $2.45                7/16/2013
</TABLE>

                                        5
<PAGE>
         The following table sets forth stock options exercised by Named
Executive Officers during the year ended December 31, 2003, and the number and
value of all unexercised options at fiscal year end.

<TABLE>
<CAPTION>
            Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

                                                           Number Of              Value Of
                                                           Securities         Unexercised In-
                        Shares Acquired     Value          Underlying             The-Money
                          On Exercise      Realized    Unexercised Options     Options At FY-
                              (#)            ($)         At FY- End (#)            End($)
                        ---------------    --------    -------------------    ----------------
<S>                            <C>           <C>           <C>                  <C>


                                                         Exercisable/          Exercisable/
Name                                                     Unexercisable         Unexercisable
-------------------                                      --------------       ----------------
Robert A. Levinson             0             $0.0          205,200/0            $587,625/$0.0

Edward F. Cooke                0             $0.0        60,400/200,000       $98,500/$310,000
</TABLE>


Stock Option Plans

         On December 8, 1992, the Board of Directors adopted a Stock Option
Plan. The Stock Option Plan, as amended, authorized the Company to grant options
to purchase an aggregate of 500,000 shares of Common Stock to induce employees
and directors to remain in the employ or service of the Company and to attract
new employees. The Stock Option Plan terminated in December 2002 and options to
purchase all of the shares available under the Stock Option Plan have heretofore
been granted.

         On December 31, 2002, the stockholders of the Company adopted the 2002
Stock Option Plan ("2002 Plan"). Under the 2002 Plan, options are granted to
employees, officers and non-employee directors. The purpose of the 2002 Plan is
to induce key personnel, including employees, officers, directors and
independent contractors, to remain in the employ or service of the Company, to
attract new individuals to enter into employment or service with the Company and
to increase such person's stock ownership in the Company. The 2002 Plan is
administered by the Company's Compensation Committee.

         Under the 2002 Plan, options are granted at prices equal to the fair
market value at the date of grant, are not exercisable until the first
anniversary of the date of grant and do not become fully exercisable until the
third anniversary of the date of grant. The options generally remain exercisable
during employment until the tenth anniversary of the date of grant.

         On January 6, 2003, the Company completed its acquisition of Carlyle.
For information about the merger, see "Certain Relationships and Related
Transactions--Merger with Carlyle. In connection with the merger, the Company
assumed Carlyle's outstanding stock options. As set forth in the merger
agreement, each five shares of Carlyle common stock was cancelled and converted
into the right to receive one share of common stock of the Company. Therefore,
the 1,100,000 shares of Carlyle common stock authorized to be issued for
outstanding stock options were converted into 220,000 shares of common stock of
the Company.

                                       6
<PAGE>

         Under the Carlyle 1994 Incentive Program, as amended, options are
granted at prices equal to the fair market value at the date of grant and the
options generally remain exercisable during employment until the tenth
anniversary of the date of grant.

Compensation of Directors

         Each director of the Company who is not an employee of the Company
receives an annual director's fee of $15,000, plus $1,000 for each Board meeting
attended by such director and $250 for each Board committee meeting which is not
held on the same day as a Board meeting. The fees are payable in cash or Common
Stock, at the election of the director.

Employment Agreements

         The Company has employment agreements with the Robert A. Levinson and
Edward F. Cooke. See "Certain Relationships and Related Transactions--Merger
with Carlyle."

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         The following table sets forth certain information as of April 22, 2004
regarding the ownership of equity securities by (i) each person who is known to
the management of the Company to have been the beneficial owner of more than 5%
of the outstanding shares of the Company's equity securities, (ii) each director
and nominee for director, (iii) the Named Executive Officers and (iv) all
directors and executive officers of the Company as a group.

<TABLE>
<CAPTION>
                                                 Common Stock            Series A Preferred Stock
                                         ---------------------------    --------------------------
                                         Amount and Nature              Amount and Nature
      Name and Address of                  of Beneficial      % of        of Beneficial      % of
       Beneficial Owner                      Ownership        Class         Ownership        Class
------------------------------------     -----------------    -----     -----------------    -----
<S>                                          <C>               <C>                 <C>       <C>
GAMCO Investors, Inc.                        389,787 (1)      7.59%                --        --
Corporate Center
Rye, New York 10580

Robert A. Levinson                         1,393,726 (2)      26.8%         4,479,485 (3)    98.3%
462 Seventh Avenue
New York, New York 10018

Edward F. Cooke                               64,620 (4)       1.2%                --        --
c/o Blumenthal/Lansing, LLC
1 Palmer Terrace
Carlstadt, New Jersey 07072

Joseph S. DiMartino                            8,993 (5)        *                  --        --
c/o Dreyfus Corporation
200 Park Avenue, 10th Floor
New York, New York 10166
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                 Common Stock            Series A Preferred Stock
                                         ---------------------------    --------------------------
                                         Amount and Nature              Amount and Nature
      Name and Address of                  of Beneficial      % of        of Beneficial      % of
       Beneficial Owner                      Ownership        Class         Ownership        Class
------------------------------------     -----------------    -----     -----------------    -----
<S>                                          <C>               <C>                 <C>       <C>
Giandomenico Picco                             1,000            *                  --        --
c/o GDP Associates
950 Third Avenue, Suite 1800
New York, New York 10022

John McConnaughy                              43,677 (6)        *                  --        --
1011 High Ridge Road
Stamford, Connecticut 06905

Edward H. Cohen                               18,461 (7)        *                  --        --
c/o KMZ Rosenman
575 Madison Avenue
New York, New York 10022

All directors and executive officers       1,530,677 (8)      29%           4,479,485        98.3%
as a group (6 persons)
</TABLE>

---------------

*    Less than one percent (1%).

(1)  Represents shares held by GAMCO Investors, Inc. and various other entities
     which are directly or indirectly controlled by Mario J. Gabelli and for
     which he acts as chief investment officer, including registered investment
     companies and pension plans. This information is based solely upon the
     contents of a filing on Schedule 13D dated November 25, 2003, made by Mario
     J. Gabelli and related entities with the Securities and Exchange
     Commission.

(2)  Includes: (i) 419,999 shares held by Swenvest Corporation, as to which Mr.
     Levinson has sole voting and investment power; (ii) 15,000 shares held by
     three trusts for the benefit of Mr. Levinson's children, as to all of which
     trusts Mr. Levinson serves as co-trustee; and (iii) 35,200 shares subject
     to currently exercisable stock options.

(3)  Includes 4,479,485 shares of Series A Preferred Stock held by Swenvest
     Corporation, as to which Mr. Levinson has sole voting and investment power.

(4)  Includes 60,400 shares subject to currently exercisable stock options.

(5)  Includes 3,200 shares subject to currently exercisable stock options.

(6)  Includes 24,100 shares subject to currently exercisable stock options.

(7)  Includes 3,300 shares subject to currently exercisable stock options which
     are held by Mr. Cohen for the benefit of his law firm, Katten Muchin Zaviz
     Rosenman. Mr. Cohen disclaims beneficial ownership of all options he holds
     for the benefit of Katten Muchin Zavis Rosenman.

(8)  Includes 155,900 shares subject to currently exercisable stock options.


                      Equity Compensation Plan Information

         The following table provides information, as of December 31, 2003, with
respect to all of the Company's compensation plans under which Common Stock is
authorized for issuance:

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                                                             Number of securities
                                                                                                            remaining available for
                                                                                                             future issuance under
                                                                                                           equity compensation plans
                                    Number of securities to be issued   Weighted-average exercise price      (excluding securities
                                      upon exercise of outstanding      of outstanding options, warrants    reflected in the first
Plan Category                         options, warrants and rights                  and rights                       column)
-------------                       ---------------------------------   --------------------------------   -------------------------

<S>                                               <C>                                  <C>                           <C>
Equity compensation plans
approved by security holders                      661,600                              $3.05                         350,000
Equity compensation plans not
approved by security holders*                        0                                   0                              0
                                                  -------                              -----                         -------
                        Total:                    661,600                              $3.05                         350,000
</TABLE>

---------------

*    Each director of the Company who is not an employee of the Company receives
     an annual director's fee of $15,000, plus $1,000 for each Board meeting
     attended by such director and $250 for each Board committee meeting which
     is not held on the same day as a Board meeting. The fees are payable in
     cash or Common Stock, at the election of the director.


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Merger with Carlyle

         On January 6, 2003, the Company completed its acquisition of Carlyle.
In the merger each five shares of Carlyle common stock were converted into one
share of Common Stock and each share of Carlyle Series B preferred stock was
converted into one share of the Company's Series A Preferred Stock, par value
$0.01 per share. In addition, the Company assumed Carlyle stock options which
became options to purchase approximately 220,000 shares of Common Stock. The
merger was accounted for as a reverse acquisition. The purchase price, exclusive
of assumed liabilities, was valued at approximately $6.8 million. Liabilities of
approximately $5.7 million were also assumed.

         The merger agreement provided that Mr. Levinson continue to serve as
Chairman of the Board, President and Chief Executive Officer of the Company and
all three members of the Board of Directors of the Company prior to the merger
continue to serve as directors after the merger. The merger agreement also
provided that Mr. Cooke, the then current Chief Financial Officer and Vice
President of Carlyle, become Vice President, Chief Financial Officer, Treasurer
and Secretary of the Company and that Mr. Cooke, Mr. DiMartino and Mr. Picco,
each of whom was a director of Carlyle, serve as directors of the Company.

         The merger agreement also provided that upon the completion of the
merger, the Company would indemnify and hold harmless, and pay all applicable
expenses to, all past and present directors and officers of Carlyle in all of
their capacities, for acts or omissions occurring at or prior to the completion
of the merger to the same extent they were indemnified pursuant to Carlyle's
certificate of incorporation and bylaws and to the fullest extent permitted by
law.

         Prior to the merger, Mr. Levinson served as the Chairman of the Board,
President, Secretary and Principal Financial Officer of the Company while also
serving as the Chairman of the Board, President and Chief Executive Officer of
Carlyle. Prior to the merger, Mr. Levinson was entitled to exercise
approximately 32% of the voting power of Common Stock and approximately 39.9% of
the voting power of the Carlyle capital stock entitled to vote at the respective
meetings.

            Mr. Levinson's employment agreement with Carlyle, which by operation
of law is now an obligation of the Company (the "Employment Agreement"),
commenced on January 1, 1999, continuing for a period of one year (the "Term of
Employment"). The Employment Agreement allows for the Term of Employment to be
renewed annually automatically thereafter, unless Mr. Levinson or the Company

                                       9
<PAGE>

gives not less than thirty days written notice to the other. No such notice has
been given. In addition, the Employment Agreement currently provides for a base
salary of $200,000 per year (subject to increases as may be approved by the
Board from time to time); Mr. Levinson also receives an additional $37,500
annually pursuant to his salary arrangement with Levcor (collectively the "Base
Salary"). If Mr. Levinson's employment is terminated without cause, Mr. Levinson
would be entitled to receive the Base Salary for a period equal to the remainder
of the Term of Employment. Further, in the event of a change in control of the
Company, Mr. Levinson would be entitled to a lump sum severance payment
generally equal to 2.99 times his average annual compensation for the five
calendar years preceding the calendar year during which a change in control
occurred. Mr. Levinson agreed to waive such provision in connection with the
merger with Carlyle.

         Mr. Cooke's employment agreement with Carlyle, which by operation of
law is now an obligation of the Company, commenced in March 1998 and which sets
forth the terms under which Mr. Cooke's employment with the Company may be
terminated. Pursuant to such agreement, if within one year after a change in
control of the Company Mr. Cooke's employment is terminated for any reason, the
Company shall pay Mr. Cooke an amount equal to one year of his base salary then
in effect.

Loans and Guarantees

         As of December 31, 2003, the Company owes Mr. Levinson $814,000,
including accrued interest. The long-term loans, which total $500,000, together
with accrued interest of $314,000, have been classified as a long-term
obligation because Mr. Levinson has promised not to demand payment until at
least January 1, 2006. Mr. Levinson reaffirmed this undertaking in writing on
March 12, 2004.

         Additionally, Mr. Levinson has also provided certain collateral
guaranteeing the Company's obligations under the $3,000,000 loan from JPMorgan
Chase Bank pursuant to a promissory note due May 2, 2005 as amended.
Furthermore, Mr. Levinson serves as a limited guarantor with respect to the
obligations of Levcor and its subsidiaries under a financing arrangement with
CIT, pursuant to which CIT has agreed to make an aggregate of $7,500,000
available to Carlyle and its subsidiaries. The Company pays Mr. Levinson
interest of 6% per annum on outstanding loans and advances.

Other Relationships

         The law firm of Katten Muchin Zavis Rosenman, New York, New York, of
which Edward H. Cohen, a director of the Company, serves as Counsel, acts as
counsel to the Company. Legal fees for services rendered by Katten Muchin Zavis
Rosenman to the Company during the fiscal year ended December 31, 2003 did not
exceed 5% of the revenues of such firm for its most recent fiscal year. Mr.
Cohen does not share in any fees paid by the Company to Katten Muchin Zavis
Rosenman.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

         The aggregate fees billed or to be billed by Friedman Alpren & Green
LLP ("FAG") for each of the last two fiscal years for professional services
rendered for the audit of the Company's annual financial statements, review of
financial statements included in the Company's quarterly reports on Form 10-Q
and services that were provided in connection with statutory and regulatory
filings or engagements were $128,000 for 2003 and $68,000 for 2002.

                                       10
<PAGE>

Audit-related Fees

         The aggregate fees billed or to be billed by FAG for each of the last
two fiscal years for assurance and related services that were reasonably related
to the performance of the audit or review of the Company's financial statements
were $0 for 2003 and $0 for 2002.

Tax Fees

         The aggregate fees billed by FAG in each of the last two fiscal years
for professional services rendered for tax compliance, tax advice and tax
planning were $0 for 2003 and $0 for 2002.

All Other Fees

         The aggregate fees billed by FAG in each of the last two fiscal years
for products and services other than those reported in the three prior
categories were $12,000 for 2003 and $12,000 for 2002. The nature of the
services performed for these fees included audit of the Company's pension and
401K plans.

Policy on Pre-Approval of Services Provided by Friedman Alpren & Green LLP

         The Audit Committee has established policies and procedures regarding
pre-approval of all services provided by the independent auditor. The Audit
Committee will annually review and pre-approve the services that may be provided
by the independent auditor without obtaining specific pre-approval from the
Audit Committee. Unless a type of service has received general pre-approval, it
requires specific pre-approval by the Audit Committee if it is to be provided by
the independent auditor. The Audit Committee may delegate, subject to any rules
or limitations it may deem appropriate, to one or more designated members of the
Audit Committee the authority to grant such pre-approvals; provided, however,
that the decisions of any member to whom authority is so delegated to
pre-approve an activity shall be presented to the full Audit Committee at its
next scheduled meeting. The Audit Committee has delegated such authority to Mr.
DiMartino, Chair of the Audit Committee.

                                       11
<PAGE>

                                   SIGNATURES
                                   ----------

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                              LEVCOR INTERNATIONAL, INC.


Date: April 28, 2004                          By: /s/ ROBERT A. LEVINSON
                                                 ------------------------------
                                                 Robert A. Levinson,
                                                 Chairman of the Board,
                                                 President and Chief Executive
                                                 Officer



Date: April 28, 2004                          By: /s/ EDWARD F. COOKE
                                                 -------------------------------
                                                 Edward F. Cooke,
                                                 Chief Financial Officer,
                                                 Vice President, Secretary,
                                                 Treasurer and Director

<PAGE>

                                  Exhibit Index

Exhibit 14         Code of Ethics for Senior Financial Officers and the
                   Principal Executive Officer.

Exhibit 31.1       Chief Executive Officer's Certificate pursuant to Section 302
                   of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2       Chief Financial Officer's Certificate pursuant to Section 302
                   of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1       Chief Executive Officer's Certificate, pursuant to 18 U.S.C.
                   Section 1350, as adopted pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002.

Exhibit 32.2       Chief Financial Officer's Certificate, pursuant to 18 U.S.C.
                   Section 1350, as adopted pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002.

Exhibit 99.1       Charter for the Audit Committee of the Board of Directors.

Exhibit 99.2       Charter for the Corporate Governance Committee of the Board
                   of Directors.