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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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, 2004


                             Commission File Number
                                     0-50186


                           LEVCOR INTERNATIONAL, INC.
                 (Name of Small Business Issuer in Its Charter)


                Delaware                                   06-0842701
     (State or Other Jurisdiction of                    (I.R.S. Employer
      Incorporation or Organization)                    Identification No.)


              1065 Avenue of the Americas, New York, New York 10018
                    (Address of Principal Executive Offices)


                                 (212) 354-8500
                (Issuer's Telephone Number, Including Area Code)


    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


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days.

                               Yes [X]     No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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, 2004:
$33,736,000

         At April 22, 2005 approximately 5,331,881 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 $7,251,705.

         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, 2004.

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      79     Chairman of the Board, President and
                                        Chief Executive Officer
         Edward F. Cooke         51     Chief Financial Officer, Vice President,
                                        Secretary, Treasurer and Director
         Joseph S. DiMartino     61     Director
         Giandomenico Picco      56     Director
         John McConnaughy        75     Director
         Edward H. Cohen         66     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 Policy Association 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
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
<PAGE>

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 Wave Systems Corp., Positron Corporation, 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, monitoring the Company's financial reporting
process and internal control system, and performing 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
required by NASDAQ, the Securities and Exchange Commission and the federal

                                       2
<PAGE>

securities laws. During fiscal year 2004, the Audit Committee held three
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 was filed as Exhibit 99.1 to the
Company's 2003 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,
the Carlyle 1994 Incentive Program, as amended and the Company's 1992 Stock
Option Plan, as amended. During fiscal year 2004, 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 2004 the Corporate
Governance Committee held two meetings. A copy of the Corporate Governance
Committee charter as adopted by the Board of Directors was filed as Exhibit 99.2
to the Company's 2003 Annual Report on Form 10-KSB.

Changes to Nominating Procedures

         There were no material changes to the procedures by which the Company's
stockholders may recommend nominees to the Board of Directors since the adoption
of such procedures as disclosed in the Company's 2003 Annual Report on Form
10-KSB.

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.

                                       3
<PAGE>

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,
2004 except for the following: Robert A. Levinson failed to timely file a
Statement of Changes in Beneficial Ownership on Form 4 and an amendment to
Schedule 13D in February 2004 with respect to his cashless exercise of stock
options, Edward H. Cohen failed to timely file a Statement of Changes in
Beneficial Ownership on Form 4 in April 2004 with respect to his acquisition of
Common Stock in payment of director's fees in lieu of cash and John McConnaughy
failed to timely file Statements of Changes in Beneficial Ownership on Form 4 in
April 2004 and July 2004 with respect to his acquisition of Common Stock in
payment of director's fees in lieu of cash. Such transactions have since been
reported.

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 was
filed as Exhibit 14 to the Company's 2003 Annual Report on Form 10-KSB.

Item 10. EXECUTIVE COMPENSATION.

         The following table summarizes compensation paid by the Company during
fiscal years 2002, 2003 and 2004 to the Company's executive officers during such
periods (the "Named Executive Officers") for services rendered in all capacities
to the Company.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                           Summary Compensation Table

                                                                                               Long-term Compensation
                                          ------------------------------------   ------------------------------------------------
                                                 Annual Compensation                     Awards                    Payouts
                                          ------------------------------------   -------------------------   --------------------
                                                                                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                 2004   $ 237,500   $  93,742    $ 268,769(1)        --               --         --    $     --
 Chairman of the Board, Chief      2003     237,500      91,812      268,769(1)        --               --         --          --
 Executive Officer and President   2002      37,500          --           --           --               --         --          --


Edward F. Cooke                    2004     150,000      70,499           --           --               --         --       3,750(2)
 Chief Financial Officer,          2003     150,000     105,103           --           --          200,000         --       3,799(2)
 Vice President, Secretary
 and Treasurer
</TABLE>

(1)  This amount reflects the aggregate dividend payments made to Mr. Levinson
     as holder of 98.3% of the Company's Series A Preferred Stock, which are
     payable on a quarterly basis.
(2)  This amount reflects the matching contributions to the Company's 401(k)
     Plan paid by the Company.


         The Company did not issue any stock options to the Named Executive
Officers in 2004.

         The following table sets forth stock options exercised by Named
Executive Officers during the year ended December 31, 2004, and the number and
value of all unexercised options at fiscal year end.
<TABLE>
<CAPTION>

           Aggregated Option Exercises in Last Fiscal Year and Fiscal
                             Year-End Option Values

                                                           Number Of
                                                           Securities         Value Of
                                                           Underlying      Unexercised In-
                                                           Unexercised        The-Money
                               Shares                        Options        Options At FY-
                              Acquired        Value        At FY- End (#)       End($)
                             On Exercise     Realized      Exercisable/      Exercisable/
    Name                         (#)           ($)         Unexercisable    Unexercisable
    -------------------      ----------     ----------     ---------------  -------------
<S>                             <C>         <C>               <C>            <C>
    Robert A. Levinson          170,000     $  254,248        35,200/0        $0.0/$0.0

    Edward F. Cooke              20,000     $   22,000     107,067/133,333    $0.0/$0.0
</TABLE>

                                       5
<PAGE>

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.

         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. The Carlyle 1994 Incentive Program terminated
in December 2004 and options to purchase all of the shares available under the
Program have heretofore been granted.

Management Incentive Plans

         The Company's 2004 Management Incentive Plan was adopted by the Board
of Directors on March 22, 2004. The 2004 Management Incentive Plan is a
performance-based bonus plan whereby management earn cash awards if targets are
reached in the areas of (i) return of total capital, (ii) sales growth and (iii)
individual objectives. All awards payable under the 2004 Management Incentive
Plan are subject to the approval of the Compensation Committee of the Board of
Directors. Awards aggregating $398,983 were earned under the 2004 Management
Incentive Plan. The 2004 Management Incentive Plan terminated on December 31,
2004. A copy of the 2004 Management Incentive Plan is attached as an Exhibit to
this Annual Report on Form 10-KSB. The Company's 2005 Management Incentive Plan,
which was adopted by the Board of Directors on March 15, 2005 and has the same
material terms as the 2004 Management Incentive Plan, is attached as an Exhibit
to this Annual Report on Form 10-KSB.

                                       6
<PAGE>
<TABLE>
<CAPTION>

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, 2005
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.

                                           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)         7.31%                 --             --
Corporate Center
Rye, New York 10580

Robert A. Levinson                     1,393,726(2)           26%          4,479,485(3)        98.3%
1065 Avenue of the Americas
New York, New York 10018

Roger L. and Theresa S. Hueglin          268,850(4)         5.04%
11 Blueberry Hill Road
Wilton, Connecticut 06897

Edward F. Cooke                          131,287(5)         2.41%                 --             --
c/o Blumenthal/Lansing, LLC
1 Palmer Terrace
Carlstadt, New Jersey 07072

John McConnaughy                          60,557(6)          1.1%                 --             --
1011 High Ridge Road
Stamford, Connecticut 06905
</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>
<S>                                    <C>                    <C>          <C>                 <C>
Joseph S. DiMartino                        8,993(7)            *                  --             --
c/o Dreyfus Corporation
200 Park Avenue, 10th Floor
New York, New York 10166

Giandomenico Picco                         1,000               *                  --             --
c/o GDP Associates
950 Third Avenue, Suite 1800
New York, New York 10022

Edward H. Cohen                           24,822(8)            *                  --             --
c/o KMZ Rosenman
575 Madison Avenue
New York, New York 10022

All directors and executive            1,620,385(9)         29.4%          4,479,485           98.3%
officers 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)  This information is based solely upon the contents of a filing on Schedule
     13G dated April 5, 2005, made by Roger L. and Theresa S. Hueglin.

(5)  Includes 107,067 shares subject to currently exercisable stock options.

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

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

(8)  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.

(9)  Includes 172,867 shares subject to currently exercisable stock options.

                                       8
<PAGE>
<TABLE>
<CAPTION>

                      Equity Compensation Plan Information

         The following table provides information, as of December 31, 2004, with
respect to all of the Company's compensation plans under which Common Stock is
authorized for issuance:


                                                                                              Number of securities
                                                                                             remaining available for
                               Number of securities to be    Weighted-average exercise        future issuance under
                                 issued upon exercise of       price of outstanding         equity compensation plans
                                 outstanding options,         options, warrants and       (excluding securities reflected
Plan Category                     warrants and rights                rights                    in the first column)
-------------                     -------------------         ---------------------            --------------------
<S>                                       <C>                           <C>                           <C>
Equity compensation plans
approved by security holders              445,600                       $2.70                         330,000

Equity compensation plans
not approved by security
holders*                                     0                            0                              0
                                  -------------------         ---------------------            --------------------
                   Total:                 445,600                       $2.70                         330,000
</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.

                                       9
<PAGE>

         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
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 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, 2004, the Company owes Mr. Levinson $816,000,
including accrued interest. The long-term loans, which total $500,000, together
with accrued interest of $316,000, have been classified as a long-term
obligation because Mr. Levinson has promised not to demand payment until at
least January 1, 2007. Mr. Levinson reaffirmed this undertaking in writing on
January 13, 2005.

         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 December 31, 2006, 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 the Company 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, 2004 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.

                                       10
<PAGE>

ITEM 13  EXHIBITS, LISTS AND REPORTS ON FORM 8-K.

(a)  (1) Financial Statements:
         --------------------

         The information required by this item is included in Item 7 of Part II
         of this Form 10-KSB.

     (2) Exhibits:
         --------

         The following exhibits are included in this report:


Exhibit
Number                       Description of Document

 2.1     Agreement and Plan of Merger, dated as of May 24, 2002, by and among
         Levcor International, Inc. ("Levcor") and Carlyle Industries, Inc.
         (incorporated herein by reference to Amendment No. 6 to Levcor's
         Registration Statement on Form S-4 filed on November 26, 2002).

 2.2     Asset Purchase Agreement, dated as of September 2, 1999, between Levcor
         and Andrex Industries Corp. (incorporated herein by reference to
         Levcor's Current Report on Form 8-K filed on September 17, 1999).

 2.3     Amendment to Asset Purchase Agreement, dated August 3, 2000, effective
         as of April 1, between Levcor and Andrex Industries Corp. (incorporated
         herein by reference to Levcor's Form 10-KSB filed on April 1, 2002).

 3.1     Amended and Restated Certificate of Incorporation filed January 7, 2003
         (incorporated herein by reference to Amendment No. 6 to Levcor's
         Registration Statement on Form S-4 filed on November 26, 2002).

 3.2     By-Laws (incorporated herein by reference to Amendment No. 6 to
         Levcor's Registration Statement on Form S-4 filed on November 26,
         2002).

 4.1     Specimen form of Levcor's Common Stock certificate (incorporated herein
         by reference to Levcor's Form 10-KSB filed on March 24, 1997).

10.1     1992 Stock Option Plan (incorporated herein by reference to Levcor's
         Form 10-K filed on March 30, 1993). +

10.2     Factoring Agreement, dated September 17, 1998, between Levcor and the
         CIT Group/Commercial Services, Inc. (incorporated herein by reference
         to Levcor's Form 10-QSB filed on November 16, 1998).

10.3     Amendment dated December 31, 2001 to the Factoring Agreement dated
         September 17, 1998 between Levcor and the CIT Group/Commercial
         Services, Inc. (incorporated herein by reference to Levcor's Form
         10-KSB filed on April 1, 2002).

10.4     Guaranty dated April 30, 2002, executed by Robert A. Levinson in favor
         of JPMorgan Chase Bank (incorporated herein by reference to Levcor's
         Form 10-QSB filed on May 15, 2002).

10.5     Pledge Agreement dated April 30, 2002, executed by Robert A. Levinson
         in favor of JPMorgan Chase Bank (incorporated herein by reference to
         Levcor's Form 10-QSB filed on May 15, 2002).

                                       11
<PAGE>

10.6     Promissory Note dated May 3, 2002 executed by Levcor in favor of
         JPMorgan Chase Bank (incorporated herein by reference to Levcor's Form
         10-QSB filed on May 15, 2002).

10.7     Letter dated September 27, 2002 from Mr. Robert A. Levinson
         (incorporated herein by reference to Levcor's Amendment No. 2 to
         Registration Statement on Form S-4 filed on October 4, 2002).

10.8     2002 Stock Option Plan (incorporated herein by reference to Amendment
         No. 6 to Levcor's Registration Statement on Form S-4 filed on November
         26, 2002). +

10.9     Financing Agreement dated January 24, 2002, among Carlyle and The CIT
         Group/Commercial Services, Inc. (incorporated herein by reference to
         Exhibit 99.1 to Carlyle's Current Report on Form 8-K/A filed on March
         14, 2002).

10.10    Accounts Receivable Financing Agreement dated January 24, 2002, among
         Blumenthal/Lansing Company and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.2 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.11    Accounts Receivable Financing Agreement dated January 24, 2002, among
         Westwater Industries, Inc., and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.3 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.12    Guaranty dated January 24, 2002, executed by Blumenthal/Lansing Company
         in favor of The CIT Group/Commercial Services, Inc. (incorporated
         herein by reference to Exhibit 99.4 to Carlyle's Current Report on Form
         8-K/A filed on March 14, 2002).

10.13    Guaranty dated January 24, 2002, executed by Carlyle in favor of The
         CIT Group/Commercial Services, Inc. (incorporated herein by reference
         to Exhibit 99.5 to Carlyle's Current Report on Form 8-K/A filed on
         March 14, 2002).

10.14    Guaranty dated January 24, 2002, executed by Westwater Industries, Inc.
         in favor of The CIT Group/Commercial Services, Inc. (incorporated
         herein by reference to Exhibit 99.6 to Carlyle's Current Report on Form
         8-K/A filed on March 14, 2002).

10.15    Guaranty dated January 24, 2002, executed by Button Fashion BV in favor
         of The CIT Group/Commercial Services, Inc. (incorporated herein by
         reference to Exhibit 99.7 to Carlyle's Current Report on Form 8-K/A
         filed on March 14, 2002).

10.16    Guaranty dated January 24, 2002 executed by Robert Levinson in favor of
         The CIT Group/Commercial Services, Inc. (incorporated herein by
         reference to Exhibit 99.8 to Carlyle's Current Report on Form 8-K/A
         filed on March 14, 2002).

10.17    Inventory Security Agreement dated January 24, 2002, among
         Blumenthal/Lansing Company and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.9 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.18    Inventory Security Agreement dated January 24, 2002, among Westwater
         Industries, Inc. and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.10 to Carlyle's Current
         Report on Form 8-K/A dated January 24, 2002, as filed on March 14,
         2002).

10.19    Inventory Security Agreement dated January 24, 2002, among Carlyle and
         The CIT Group/Commercial Services, Inc. (incorporated herein by
         reference to Exhibit 99.11 to Carlyle's Current Report on Form 8-K/A
         filed on March 14, 2002).

                                       12
<PAGE>

10.20    Equipment Security Agreement dated January 24, 2002, among
         Blumenthal/Lansing Company and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.12 to Carlyle's current
         report on Form 8-K/A filed on March 14, 2002).

10.21    Equipment Security Agreement dated January 24, 2002, among Westwater
         Industries, Inc. and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.13 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.22    Equipment Security Agreement dated January 24, 2002, among Carlyle and
         The CIT Group/Commercial Services, Inc. (incorporated herein by
         reference to Exhibit 99.14 to Carlyle's current report on Form 8-K/A
         filed on March 14, 2002).

10.23    Letter of Credit Agreement dated January 24, 2002, among
         Blumenthal/Lansing Company and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.15 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.24    Letter of Credit Agreement dated January 24, 2002, among Westwater
         Industries, Inc. and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.16 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.25    Patent and Trademark Agreement dated January 24, 2002, among
         Blumenthal/Lansing Company and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.17 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.26    Patent and Trademark Agreement dated January 24, 2002, among Westwater
         Industries, Inc. and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.18 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.27    1994 Carlyle Industries, Inc. 1994 Incentive Program, as Amended
         (incorporated herein by reference to Levcor's Registration Statement on
         Form S-8 filed on January 20, 2004). +

10.28    Employment Agreement dated as of March 24, 1998 between Edward F. Cooke
         and Carlyle Industries, Inc., incorporated herein by reference to
         Exhibit 10.33 to Carlyle Industries, Inc.'s 1997 Annual Report on Form
         10-K filed on March 26, 1998 (SEC file number 001-03462). +

10.29    Employment Agreement dated February 22, 1999 and made effective as of
         January 1, 1999 between Robert A. Levinson and Carlyle Industries,
         Inc., incorporated herein by reference to Exhibit 10.37 to Carlyle
         Industries, Inc.'s 1998 Annual Report on Form 10-K filed on March 31,
         1999 (SEC file number 001-03462). +

10.30 *  2004 Management Incentive Plan (filed herewith). +

10.31 *  2005 Management Incentive Plan (filed herewith). +

10.32 *  Belding Heminway Company, Inc. Supplemental Executive Savings
         Investment Plan dated December 21, 1995 (filed herewith). +

10.33 *  Letter dated January 13, 2005 from Mr. Robert A. Levinson (filed
         herewith).

10.34 *  Endorsement No. 4 dated February 1, 2005 to the Promissory Note dated
         May 3, 2002 executed by Levcor in favor of JPMorgan Chase Bank Chase
         Bank (filed herewith).

                                       13
<PAGE>

14       Code of Ethics for Senior Financial Officers and the Principal
         Executive Officer (incorporated herein by reference to Exhibit 14 to
         Levcor's 2003 Annual Report on Form 10-KSB filed on March 26, 2004).

21       Subsidiaries of the Company.

23       Consent of Independent Auditors.

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

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

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.

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.

99.1     Charter for the Audit Committee of the Board of Directors (incorporated
         herein by reference to Exhibit 99.1 to Levcor's 2003 Annual Report on
         Form 10-KSB filed on March 26, 2004).

99.2     Charter for the Corporate Governance Committee of the Board of
         Directors (incorporated herein by reference to Exhibit 99.1 to Levcor's
         2003 Annual Report on Form 10-KSB filed on March 26, 2004).

+    Indicates that exhibit is a management contract or compensatory plan or
     arrangement.
*    Indicates that exhibit is filed as an exhibit hereto.


Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

         The aggregate fees billed or to be billed by Friedman LLP ("Friedman")
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-QSB and
services that were provided in connection with statutory and regulatory filings
or engagements were $155,000 for 2004 and $130,500 for 2003.

Audit-related Fees

         The aggregate fees billed or to be billed by Friedman 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 2004 and $0 for 2003.

                                       14
<PAGE>

Tax Fees

         The aggregate fees billed by Friedman in each of the last two fiscal
years for professional services rendered for tax compliance, tax advice and tax
planning were $0 for 2004 and $0 for 2003.

All Other Fees

         The aggregate fees billed by Friedman in each of the last two fiscal
years for products and services other than those reported in the three prior
categories were $14,000 for 2004 and $12,000 for 2003. 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 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.

                                       15
<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, 2005                   By: /s/ ROBERT A. LEVINSON
                                           -------------------------------------
                                           Robert A. Levinson,
                                           Chairman of the Board,
                                           President and Chief Executive Officer


Date: April 28, 2005                   By: /s/ EDWARD F. COOKE
                                           -------------------------------------
                                           Edward F. Cooke,
                                           Chief Financial Officer,
                                           Vice President, Secretary, Treasurer
                                           and Director

                                       16
<PAGE>

                                  Exhibit Index

Exhibit
Number                       Description of Document

 2.1     Agreement and Plan of Merger, dated as of May 24, 2002, by and among
         Levcor International, Inc. ("Levcor") and Carlyle Industries, Inc.
         (incorporated herein by reference to Amendment No. 6 to Levcor's
         Registration Statement on Form S-4 filed on November 26, 2002).

 2.2     Asset Purchase Agreement, dated as of September 2, 1999, between Levcor
         and Andrex Industries Corp. (incorporated herein by reference to
         Levcor's Current Report on Form 8-K filed on September 17, 1999).

 2.3     Amendment to Asset Purchase Agreement, dated August 3, 2000, effective
         as of April 1, between Levcor and Andrex Industries Corp. (incorporated
         herein by reference to Levcor's Form 10-KSB filed on April 1, 2002).

 3.1     Amended and Restated Certificate of Incorporation filed January 7, 2003
         (incorporated herein by reference to Amendment No. 6 to Levcor's
         Registration Statement on Form S-4 filed on November 26, 2002).

 3.2     By-Laws (incorporated herein by reference to Amendment No. 6 to
         Levcor's Registration Statement on Form S-4 filed on November 26,
         2002).

 4.1     Specimen form of Levcor's Common Stock certificate (incorporated herein
         by reference to Levcor's Form 10-KSB filed on March 24, 1997).

10.1     1992 Stock Option Plan (incorporated herein by reference to Levcor's
         Form 10-K filed on March 30, 1993). +

10.2     Factoring Agreement, dated September 17, 1998, between Levcor and the
         CIT Group/Commercial Services, Inc. (incorporated herein by reference
         to Levcor's Form 10-QSB filed on November 16, 1998).

10.3     Amendment dated December 31, 2001 to the Factoring Agreement dated
         September 17, 1998 between Levcor and the CIT Group/Commercial
         Services, Inc. (incorporated herein by reference to Levcor's Form
         10-KSB filed on April 1, 2002).

10.4     Guaranty dated April 30, 2002, executed by Robert A. Levinson in favor
         of JPMorgan Chase Bank (incorporated herein by reference to Levcor's
         Form 10-QSB filed on May 15, 2002).

10.5     Pledge Agreement dated April 30, 2002, executed by Robert A. Levinson
         in favor of JPMorgan Chase Bank (incorporated herein by reference to
         Levcor's Form 10-QSB filed on May 15, 2002).

10.6     Promissory Note dated May 3, 2002 executed by Levcor in favor of
         JPMorgan Chase Bank (incorporated herein by reference to Levcor's Form
         10-QSB filed on May 15, 2002).

10.7     Letter dated September 27, 2002 from Mr. Robert A. Levinson
         (incorporated herein by reference to Levcor's Amendment No. 2 to
         Registration Statement on Form S-4 filed on October 4, 2002).

                                       17
<PAGE>

10.8     2002 Stock Option Plan (incorporated herein by reference to Amendment
         No. 6 to Levcor's Registration Statement on Form S-4 filed on November
         26, 2002). +

10.9     Financing Agreement dated January 24, 2002, among Carlyle and The CIT
         Group/Commercial Services, Inc. (incorporated herein by reference to
         Exhibit 99.1 to Carlyle's Current Report on Form 8-K/A filed on March
         14, 2002).

10.10    Accounts Receivable Financing Agreement dated January 24, 2002, among
         Blumenthal/Lansing Company and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.2 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.11    Accounts Receivable Financing Agreement dated January 24, 2002, among
         Westwater Industries, Inc., and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.3 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.12    Guaranty dated January 24, 2002, executed by Blumenthal/Lansing Company
         in favor of The CIT Group/Commercial Services, Inc. (incorporated
         herein by reference to Exhibit 99.4 to Carlyle's Current Report on Form
         8-K/A filed on March 14, 2002).

10.13    Guaranty dated January 24, 2002, executed by Carlyle in favor of The
         CIT Group/Commercial Services, Inc. (incorporated herein by reference
         to Exhibit 99.5 to Carlyle's Current Report on Form 8-K/A filed on
         March 14, 2002).

10.14    Guaranty dated January 24, 2002, executed by Westwater Industries, Inc.
         in favor of The CIT Group/Commercial Services, Inc. (incorporated
         herein by reference to Exhibit 99.6 to Carlyle's Current Report on Form
         8-K/A filed on March 14, 2002).

10.15    Guaranty dated January 24, 2002, executed by Button Fashion BV in favor
         of The CIT Group/Commercial Services, Inc. (incorporated herein by
         reference to Exhibit 99.7 to Carlyle's Current Report on Form 8-K/A
         filed on March 14, 2002).

10.16    Guaranty dated January 24, 2002 executed by Robert Levinson in favor of
         The CIT Group/Commercial Services, Inc. (incorporated herein by
         reference to Exhibit 99.8 to Carlyle's Current Report on Form 8-K/A
         filed on March 14, 2002).

10.17    Inventory Security Agreement dated January 24, 2002, among
         Blumenthal/Lansing Company and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.9 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.18    Inventory Security Agreement dated January 24, 2002, among Westwater
         Industries, Inc. and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.10 to Carlyle's Current
         Report on Form 8-K/A dated January 24, 2002, as filed on March 14,
         2002).

10.19    Inventory Security Agreement dated January 24, 2002, among Carlyle and
         The CIT Group/Commercial Services, Inc. (incorporated herein by
         reference to Exhibit 99.11 to Carlyle's Current Report on Form 8-K/A
         filed on March 14, 2002).

10.20    Equipment Security Agreement dated January 24, 2002, among
         Blumenthal/Lansing Company and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.12 to Carlyle's current
         report on Form 8-K/A filed on March 14, 2002).

                                       18
<PAGE>

10.21    Equipment Security Agreement dated January 24, 2002, among Westwater
         Industries, Inc. and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.13 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.22    Equipment Security Agreement dated January 24, 2002, among Carlyle and
         The CIT Group/Commercial Services, Inc. (incorporated herein by
         reference to Exhibit 99.14 to Carlyle's current report on Form 8-K/A
         filed on March 14, 2002).

10.23    Letter of Credit Agreement dated January 24, 2002, among
         Blumenthal/Lansing Company and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.15 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.24    Letter of Credit Agreement dated January 24, 2002, among Westwater
         Industries, Inc. and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.16 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.25    Patent and Trademark Agreement dated January 24, 2002, among
         Blumenthal/Lansing Company and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.17 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.26    Patent and Trademark Agreement dated January 24, 2002, among Westwater
         Industries, Inc. and The CIT Group/Commercial Services, Inc.
         (incorporated herein by reference to Exhibit 99.18 to Carlyle's Current
         Report on Form 8-K/A filed on March 14, 2002).

10.27    1994 Carlyle Industries, Inc. 1994 Incentive Program, as Amended
         (incorporated herein by reference to Levcor's Registration Statement on
         Form S-8 filed on January 20, 2004). +

10.28    Employment Agreement dated as of March 24, 1998 between Edward F. Cooke
         and Carlyle Industries, Inc., incorporated herein by reference to
         Exhibit 10.33 to Carlyle Industries, Inc.'s 1997 Annual Report on Form
         10-K filed on March 26, 1998 (SEC file number 001-03462). +

10.29    Employment Agreement dated February 22, 1999 and made effective as of
         January 1, 1999 between Robert A. Levinson and Carlyle Industries,
         Inc., incorporated herein by reference to Exhibit 10.37 to Carlyle
         Industries, Inc.'s 1998 Annual Report on Form 10-K filed on March 31,
         1999 (SEC file number 001-03462). +

10.30 *  2004 Management Incentive Plan (filed herewith). +

10.31 *  2005 Management Incentive Plan (filed herewith). +

10.32 *  Belding Heminway Company, Inc. Supplemental Executive Savings
         Investment Plan dated December 21, 1995 (filed herewith). +

10.33 *  Letter dated January 13, 2005 from Mr. Robert A. Levinson (filed
         herewith).

10.34 *  Endorsement No. 4 dated February 1, 2005 to the Promissory Note dated
         May 3, 2002 executed by Levcor in favor of JPMorgan Chase Bank Chase
         Bank (filed herewith).

14       Code of Ethics for Senior Financial Officers and the Principal
         Executive Officer (incorporated herein by reference to Exhibit 14 to
         Levcor's 2003 Annual Report on Form 10-KSB filed on March 26, 2004).

21       Subsidiaries of the Company.

                                       19
<PAGE>

23       Consent of Independent Auditors.

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

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

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.

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.

99.1     Charter for the Audit Committee of the Board of Directors (incorporated
         herein by reference to Exhibit 99.1 to Levcor's 2003 Annual Report on
         Form 10-KSB filed on March 26, 2004).

99.2     Charter for the Corporate Governance Committee of the Board of
         Directors (incorporated herein by reference to Exhibit 99.1 to Levcor's
         2003 Annual Report on Form 10-KSB filed on March 26, 2004).

+    Indicates that exhibit is a management contract or compensatory plan or
     arrangement.
*    Indicates that exhibit is filed as an exhibit hereto.

                                       20