SecProbe.io

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Mail Stop 3561

									August 10, 2005

Mr. Robert A. Levinson
Chairman and Chief Executive Officer
Levcor International, Inc.
1065 Avenue of the Americas
New York, NY 10018

      RE:		   Levcor International, Inc.
            	        	Form 10-KSB for Fiscal Year Ended
      December 31, 2004
      Filed March 30, 2005
	  	Form 10-QSB for Fiscal Quarter Ended
		March 31, 2005
		Filed May 16, 2005
	File No. 0-50186

Dear Mr. Levinson:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your disclosures in future filings in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Item 6.  Management`s Discussion and Analysis or Plan of Operation

Results of Operations, page 15
1. With a view towards enhancing your MD&A in future filings,
please
refer to SEC Release 33-8350 and revise the discussion of your
results of operations to provide a more thoughtful, qualitative
review of your results of operations.  In particular, we believe
it
would be helpful if you discussed the impact of volume versus
pricing
changes on your sales and gross profits.  We also believe it would
be
helpful if you provided explanations for the underlying causes of
the
changes in your results of operations.  For example, while we
understand that craft segment sales increased due to higher
orders,
you should also explain why you believe you achieved the higher
order
levels and whether you expect such increased volumes to be
indicative
of future performance.
2. Reference is made to your disclosure on page 16 that "[t]he
Company anticipates that it will incur a higher level of sales
returns in 2005, primarily in connection with sales arrangements
made
with a large Craft division customer." We also note your
disclosure
that as a result, "earnings in 2005 are anticipated to be
materially
lower as compared to 2004."  With a view towards enhancing your
future disclosures, please advise us in detail as to why you
believe
you will incur such a high level of sales returns in 2005.  Also
tell
us if your expectation in this regard had any impact on your
recognition of sales and estimated sales returns in 2004 and why
or
why not.  Tell us when you entered into the sales arrangement with
this particular customer, the terms of the sales arrangement, the
timing of revenue recognition under this arrangement, and how this
timing complies with the guidance in SAB Topic 13.  Finally,
please
tell us why you had lower reserves for sales returns and
allowances
in 2004 as compared to 2003, in light of your expectation of
significant increased returns in 2005.  We may have further
comment.

Liquidity and Capital Resources, page 17
3. In future filings please disclose the remaining borrowing
capacity
as of the end of the period under both your factoring arrangement
and
credit facility with CIT.
4. Please note that your discussion should not be a narrative
recitation of information readily available from the statement of
cash flows.  Please revise your disclosure in future filings to
enhance the reader`s understanding of your cash flow and working
capital by expanding your discussion to fully explain the reasons
for
significant changes.  In this regard we note that the significant
fluctuations in working capital items are not analyzed to permit a
reader to understand the extent to which changes are the result of
growth of the business versus changes in timing of working capital
turnover, for example, changes in inventory days outstanding, days
payables outstanding, days sales outstanding, etc. Please explain
in
more detail what the underlying reasons are for period-to-period
fluctuations as well as the expected effects of known trends,
uncertainties and events on future cash flow.
	Contractual Obligations, page 17
5. In future filings please revise your tabular disclosure of
contractual obligations to include estimated interest payments on
your debt.  Since the table is aimed at increasing transparency of
cash flow, we believe these payments should be included in the
table.
A footnote to the table should provide appropriate disclosure
regarding how you estimated the interest payments.  If you choose
not
to include these payments, a footnote to the table should clearly
identify the excluded item and provide any additional information
that is material to an understanding of your cash requirements.
In
addition, please include the redemption amount and planned
dividend
payments on mandatorily redeemable preferred stock within the
table.
See Section IV.A and footnote 46 to the Commission`s MD&A Guidance
issued December 19, 2003 available at www.sec.gov and Item
303(a)(5)
of Regulation S-K.

Consolidated Financial Statements

Consolidated Statements of Cash Flows, page 28
6. Please revise your future filings to separately present
borrowing
and repayments under your long-term debt.  Moreover, please note
that
netting of cash flows related to your revolving loan is only
permitted if the borrowings have underlying maturities of three
months or less.  Please either confirm that this is the case, or
revise accordingly.  See paragraph 13 of SFAS 95, as amended by
SFAS
104.

Notes to Consolidated Financial Statements

Note 10 - Short Term and Long Term Debt, Page 37
7. In future filings, please disclose for each of the five years
following the latest balance sheet date the aggregate amount of
maturities for all long-term borrowings.  Refer to paragraph 10.b.
of
SFAS 47.

Note 11 - Pension and Other Post-Retirement Benefit Plans, page 38
8. Please help us understand how the pension liability line item
on
your balance sheet reconciles to the disclosures with respect to
your
pension plan included in note 11.

Form 10-Q for Fiscal Quarter Ended March 31, 2005

Notes to Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies, page 4
9. Please help us understand why you expect EITF 04-8 to have an
impact on your financial statements in future periods of
profitability, as we are not aware, based on your current
disclosures, that you have any instruments outstanding that are
contingently convertible into common stock.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested information.  Detailed response letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

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

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

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

	You may contact David DiGiacomo at (202) 551-3319, or in his
absence, Robyn Manuel at (202) 551-3823 if you have questions
regarding comments on the financial statements and related
matters.
Please contact me at (202) 551-3843 with any other questions.

                  Sincerely,

            George F. Ohsiek, Jr.
    					          Branch Chief

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Mr. Robert A. Levinson
Levcor International, Inc.
August 10, 2005
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