U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

|x| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
    of 1934 

For the quarterly period ended 3/31/97 
                               -------

| | Transition report under Section 13 or 15(d) of the Exchange Act 

For the transition period from ___________ to ______________ 

Commission file number 811-3584
                       --------

                           Levcor International, Inc.
--------------------------------------------------------------------------------
        (Exact Name or Small Business Issuer as Specified in Its Charter)

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

                1071 Avenue of the Americas, New York, NY 10018
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                    (Address of Principal Executive Offices)

                                 (203) 264-7428
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


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         (Former name, Former Address and Former Fiscal year, if Changes
                               Since Last Report)

      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 the past 90 days.

Yes      X              No
    -----------            -----------

      As of May 12, 1997, 1,733,499 shares of the issuer's common stock, par
value $.56 per share, were outstanding.

      Transitional Small Business Disclosure Format(check one): Yes     No X
                                                                   ----   ----
<PAGE>

                           LEVCOR INTERNATIONAL, INC.

                                      INDEX

Part I.  FINANCIAL INFORMATION                                          Page No.

     Item 1.  Financial Statements
                  Balance Sheet as of March 31, 1997 (Unaudited)           1

                  Statements of Operations and Deficit for the
                  Three Months Ended March 31, 1997 and
                  March 31, 1996 (Unaudited)                               2

                  Statements of Cash Flows for the
                  Three Months Ended March 31, 1997 and
                  March 31, 1996 (Unaudited)                               3

                  Notes to Financial Statements (Unaudited)                4

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operation               5,6

Part II. OTHER INFORMATION

     Item 6.  Exhibits and Reports on  Form 8-K                            7

     Signatures                                                            8
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                           LEVCOR INTERNATIONAL, INC.
                                  BALANCE SHEET
                                 March 31, 1997

                                   (Unaudited)
                                     ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                       $    22,319
    Accounts receivable                                                   2,359
    Due from factor                                                     142,835
    Inventories                                                         788,322
    Prepaid expenses                                                      2,634
                                                                    -----------
             Total current assets                                       958,469
OIL AND GAS PROPERTIES - AT COST (using full cost method),
    net of accumulated depletion of $ 860,815
                                                                         82,521

                                                                    $ 1,040,990
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                           $   459,691
    Current maturities of long-term debt                                282,800
                                                                    -----------
             Total current liabilities                                  742,941

LONG TERM DEBT, less current maturities                                 848,400

DUE TO OFFICER                                                          370,000
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY(DEFICIENCY)
    Common stock, par value $.56 per share;
    authorized 15,000,000 shares, outstanding
    1,733,499 shares                                                    969,994
    Capital in excess of par value                                    5,002,966
    Accumulated deficit                                              (6,892,861)
                                                                    -----------
                                                                       (919,901)
                                                                    -----------
                                                                    $ 1,040,990
                                                                    ===========

        The accompanying notes are an integral part of these statements.


                                      -1-
<PAGE>

                           LEVCOR INTERNATIONAL, INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

For the Three Months Ended March 31,                        1997        1996
Revenue:
    Looms Division sales                                   814,713    1,060,226
    Less: cost of sales                                    644,765      899,400
                                                        ----------   ---------- 

           Gross profit                                    169,948      160,826

    Oil and gas sales                                       13,079       11,674
    Less: cost of sales                                     12,381       13,464
                                                        ----------   ---------- 

           Gross profit / (loss)                               698       (1,790)

                                                        ----------   ---------- 
                                                           170,646      159,036
Expenses:
    Selling expenses: Looms Division
        Salaries, benefits and payroll taxes                19,820       50,058
        Commissions                                         10,607       56,221
        Other selling expenses                              21,434        2,821
                                                        ----------   ---------- 
                                                            51,861      109,100
    General and administrative expense
        Salaries, benefits and payroll taxes                13,527       21,224
        Accounting and administrative fees                  14,648       14,227
        Audit fees                                           8,000       20,000
        Directors' fees and expenses                         1,250        1,250
        Factor's fees                                       12,783        7,335
        Insurance                                            3,600        5,242
        Interest expense                                    47,941       29,370
        Legal fees                                           2,500        4,500
        Transfer agent fees                                  1,050        4,150
        Other business taxes                                 2,834        1,968
        Other expenses                                       3,180        4,628
                                                        ----------   ---------- 
             Total general and administrative expenses     111,313      113,894
                                                        ----------   ---------- 
             Total expense                                 163,174      222,994
                                                        ----------   ---------- 
             Net earnings / (loss)                           7,472      (63,958)
Accumulated deficit - beginning of year                 (6,900,333)  (6,179,662)
                                                        ----------   ---------- 
Accumulated deficit - end of quarter                    (6,892,861)  (6,243,620)
                                                        ==========   ========== 
Average number of shares outstanding                     1,728,499    1,698,499
Net earnings / (loss) per common share                        --          ($.04)
                                                        ==========   ========== 

        The accompanying notes are an integral part of these statements.


                                      -2-
<PAGE>

                           LEVCOR INTERNATIONAL, INC.

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

For the Three Months Ended March 31,                           1997      1996

Cash flows from operating activities
    Net profit / (loss)                                     $  7,472  ($ 63,958)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
          Depletion and depreciation                           3,294      3,086
          Services paid in common stock                        5,000     25,000

          Changes in operating assets and liabilities,
            net of assets acquired
              Accounts receivable                              5,455     34,312
              Due from factor                                201,668   (271,394)
              Inventories                                     87,998    273,534
              Prepaid expenses                                 6,942     19,684
              Accounts payable and accrued expenses         (300,414)       408
                                                            --------  ---------

          Net cash provided by operating activities           17,415     20,672

Cash flows from financing activities
    Repayment of advances from shareholder                      --      (30,000)
                                                            --------  ---------

          Net cash provided by financing activities             --      (30,000)
                                                            --------  ---------

          NET INCREASE / (DECREASE) IN CASH
              AND CASH EQUIVALENTS                            17,415     (9,328)

     Cash and cash equivalents at beginning of year            4,904     26,296
                                                            --------  ---------

     Cash and cash equivalents at end of quarter            $ 22,319  $  16,968
                                                            ========  =========

     Supplemental disclosures of cash flow information:
          Cash paid during the quarter for
              Interest                                      $ 25,423  $  29,370

        The accompanying notes are an integral part of these statements.


                                      -3-
<PAGE>

                           LEVCOR INTERNATIONAL, INC.

         NOTES TO FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 1997

                                   (UNAUDITED)

NOTE 1.  The accompanying financial statements of Levcor International, Inc.
         (the "Company") have been prepared in accordance with the instructions
         to Form 10-QSB and do not include all the information and footnote
         disclosures required by generally accepted accounting principles for
         complete financial statements. In the opinion of management all
         adjustments (consisting of normal recurring accruals) necessary for a
         fair presentation have been included. Operating results for the three
         months ended March 31, 1997, are not necessarily indicative of the
         results that may be expected for the year ending December 31, 1997.
         These statements should be read in conjunction with the financial
         statements and related notes included in the Company's annual report on
         Form 10-KSB for the year ended December 31, 1996.

NOTE 2.  New Accounting Pronouncement

         In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 128, Earnings per
         Share, which is effective for financial statements for both interim and
         annual periods ending after December 15, 1997. The new standard
         eliminates primary and fully diluted earnings per common share and
         requires presentation of basic and if applicable diluted earnings per
         common share. Basic earnings per common share is computed by dividing
         income available to common shareholders by the weighted-average common
         shares outstanding for the period. Diluted earnings per common share
         reflects the weighted-average common shares outstanding and dilutive
         potential common shares such as stock options. The adoption of this new
         standard is not expected to have a material impact on the disclosure of
         earnings per common share in the financial statements.


                                      -4-
<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation

Results of Operations:

      Three months ended March 31, 1997 as compared to three months ended March
31, 1996.

      The Company's revenues for the three months ended March 31, 1997 were
$170,646, an increase of $11,610, or 7%, from $159,036 for the same period in
1996. Such increase was attributed to (i) an increase of $9,122 in sales, less
the cost of goods sold, from the Looms Division in the first quarter of 1997
compared to the same period in 1996, and (ii) an increase of $2,488 in sales,
less the cost of goods sold from oil and gas operations in the first quarter of
1997 compared to the same period in 1996.

      The Company's expenses for the first quarter of 1997 were $163,174, a
decrease of $59,820, or 27%, from $222,994 in the same period in 1996. Such
decrease was due primarily to a decrease in selling expenses of the Looms
Division in the first quarter of 1997 of $57,239, or 52%, compared to the same
period in 1996, and, to a lesser extent, a decrease in general and
administrative expenses in the first quarter of 1997 of $2,581, or 2%, compared
to the same period in 1996.

      As a result of the foregoing, the Company reflected a net profit of $7,472
in the first three months of 1997 compared to a net loss of $63,958 for the same
period in 1996.

Liquidity and Capital Resources

      The primary source of the Company's working capital during the first
quarter of 1997 was derived from proceeds from the sale of woven fabrics
produced by the Company's Looms Division and, to a lesser extent, proceeds from
the sale of oil and gas from the Company's ownership interest in oil and gas
wells. The Company's unrestricted cash and cash equivalents increased from
$4,904 at December 31, 1996 to $22,319 at March 31, 1997.

      In connection with the operation of the Looms Division, the Company
entered into a Factoring Agreement with NationsBanc Commercial Cooperation
("NationsBanc") as of June 1, 1995 (the "Factoring Agreement") which was
subsequently amended effective September 1, 1996 and January 1, 1997. Pursuant
to the terms of the Factoring Agreement, the Company, among other things, (i)
has agreed to (a) assign to NationsBanc its interest in all receivables derived
from the sale of the woven fabrics produced by the Looms Division and (b) pay
NationsBanc a commission of 1% of the gross amount on such receivables, with a
minimum commission of $36,000 for the period June 1, 1995 to December 31, 1996
and no minimum annual commission thereafter and (ii) may (a) request advances up
to 95% of the net purchase price of the receivables and (b) pay interest on such
advances at the rate of 0.5% above NationsBanc's prime rate for the period June
1, 1995 to August 31, 1996 and at 1% above such prime rate thereafter. The
amended Factoring Agreement has an initial term expiration date of September 1,
1998 and 


                                      -5-
<PAGE>

is renewable for two year periods thereafter unless terminated on the initial
term expiration date (or any anniversary thereof) by either party giving not
less than sixty days prior written notice.

      The Company continues to sustain substantial losses which have adversely
affected the Company's liquidity. In addition, in connection with the purchase
of the woven fabric inventory, the Company issued a promissory note to Andrex in
May 1996, which bears interest at the rate of 6% per annum pursuant to which the
Company, commencing on May 1, 1996, and continuing through May 1, 2000, is
required to make five annual debt payments of approximately $283,000 to Andrex.
In order to meet the $282,800 debt payment that was due on May 1, 1996, Robert
A. Levinson, the Chief Executive Officer of the Company, made a loan to the
Company of $370,000 on such date at a rate of 6% per annum, for which no
repayment date has yet been set, and has agreed to continue to personally
support the Company's cash requirements to enable it to meet its current
obligations through December 31, 1997. The Company also plans to continue to
aggressively market and sell its woven fabric product. Although there can be no
assurances that these measures will be successful, the Company believes that its
current operations and the financial arrangements described above will provide
sufficient liquidity to fund the Company's operations through the remainder of
fiscal 1997.

Seasonality

      The Company's Looms Division business is seasonal and typically realizes
higher revenues and operating income in the first and fourth calendar quarters
which, considering the standard lead time required by the fashion industry to
manufacture apparel, would correspond respectively to the autumn and spring
retail selling seasons.


                                      -6-
<PAGE>

                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a) The following exhibit is included herein:

Exhibit 27 - Financial Data Schedule (Article 5), included for Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) purposes only. This schedule contains
summary financial information extracted from the balance sheet and statements of
operations and deficit as of and for the three months ended March 31, 1997 and
is qualified in its entirety by reference to such financial statements.

(b) No reports on Form 8-K were filed during the quarter for which this report
is being filed.


                                      -7-
<PAGE>

                                   SIGNATURES

                           LEVCOR INTERNATIONAL, INC.
                          -----------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Date      May 12, 1997                              /s/ Robert A. Levinson      
     ---------------------                          -------------------------
                                                        Robert A. Levinson  
                                                        President           


Date      May 12,1997                              /s/ Rudolph E. Bremser    
     ---------------------                          -------------------------
                                                       Rudolph E. Bremser   
                                                       Treasurer            


                                      -8-