SecProbe.io

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                           LEVCOR INTERNATIONAL, INC.
                           --------------------------
                 ONE PALMER TERRACE, CARLSTADT, NEW JERSEY 07072
                      TEL: 201-935-6220 o FAX: 201-507-9060

                                                CONFIDENTIAL TREATMENT REQUESTED
                                                   BY LEVCOR INTERNATIONAL, INC.
                                                                     LEVC - 0001

CONFIDENTIAL INFORMATION IN THIS LETTER HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED BY [*].

August 30, 2005

VIA EDGAR AND HAND DELIVERY

Mr. George F. Ohsiek, Jr.
Branch Chief
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:      Levcor International, Inc. (the "Company")
         ------------------------------------------

Dear Mr. Ohsiek:

The following sets forth the Company's responses to the Staff's letter of August
10, 2005. Because of the commercially sensitive nature of certain information
contained herein, this submission is accompanied by a request for confidential
treatment for selected portions of this letter. The Company is requesting
confidential treatment for selected portions of this letter, including in
connection with the Freedom of Information Act, and has filed a separate letter
with the Office of Freedom of Information and Privacy Act Operations in
connection with that request, pursuant to Rule 83 of the Commission's Rules on
Information and Requests, 17 C.F.R. 200.83. For the Staff's reference, we have
enclosed a copy of the Company's letter to the Office of Freedom of Information
and Privacy Act Operations as well as a copy of this correspondence, marked to
show the portions redacted from the version filed via EDGAR and for which the
Company is requesting confidential treatment.

For ease of crossreferencing we have repeated your numbered comments in bold
type and put our replies immediately thereafter.

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

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

<PAGE>
Securities and Exchange Commission                       CONFIDENTIAL TREATMENT
Re: Levcor International, Inc.                           REQUESTED (LEVC - 0001)
August 30, 2005
Page 2

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.

         The Company will provide enhanced disclosure in future filings,
         including discussion of the impact of volume/pricing changes on sales
         and gross profits, and explanation of the underlying causes of the
         changes in results of operations.

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.

         The Company will provide this disclosure in future filings.

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
<PAGE>
Securities and Exchange Commission                       CONFIDENTIAL TREATMENT
Re: Levcor International, Inc.                           REQUESTED (LEVC - 0001)
August 30, 2005
Page 3

         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.

         The Company will provide enhanced disclosure in future filings to
         explain the reasons for significant changes in cash flow and working
         capital, to provide analysis of the reasons underlying period to period
         fluctuations and to describe 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.

         The Company will provide this disclosure in future filings.

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.

         The borrowings at issue do not have underlying maturities of three
         months or less. The Company will revise its future disclosure to
         separately present such borrowings and repayments, and will not net
         cash flows relating to the revolving loan.
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Securities and Exchange Commission                       CONFIDENTIAL TREATMENT
Re: Levcor International, Inc.                           REQUESTED (LEVC - 0001)
August 30, 2005
Page 4

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.

         The Company will provide this disclosure in tabular form in future
         filings.

Note 11 - Pension and Other Post-Retirement 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.

         The balance sheet line item for pension liabilities includes two
         amounts in addition to the defined benefit plan obligation which is
         described in note 11. One item in the amount of $1.1 million is a 1996
         settlement obligation related to the termination of our participation
         in a union pension plan, which obligation is amortizing over a twenty
         year payment period through 2016. The second item in the amount of
         $359,000 is a deferred compensation liability payable to a former owner
         of a business acquired.

         In the future, we will add a paragraph to the pension footnote to
         include a description of these items.

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.

         The reference in Note 2 reflected a typographical error. The Company
         does not believe EITF 04-8 will have such impact, and in future filings
         the corrected disclosure will state that the Company does not expect
         EITF 04-8 to have an impact on our financial statements in future
         periods of profitability.
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Securities and Exchange Commission                       CONFIDENTIAL TREATMENT
Re: Levcor International, Inc.                           REQUESTED (LEVC - 0001)
August 30, 2005
Page 5

         In connection with the Company's responses to your comments, the
Company hereby acknowledges that:

     o   the Company is responsible for the adequacy and accuracy of the
         disclosure in the filings;

     o   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

     o   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.

                  [Remainder Of Page Intentionally Left Blank.]
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Securities and Exchange Commission                       CONFIDENTIAL TREATMENT
Re: Levcor International, Inc.                           REQUESTED (LEVC - 0001)
August 30, 2005
Page 6

         If you have any questions or comments on the enclosed, please call me
at (201) 935-6220 or our counsel, Eric M. Lerner, Esq., at (212) 940-7157.

Very truly yours,

/s/ EDWARD F. COOKE
---------------------------
Edward F. Cooke
Chief Financial Officer,
Vice President, Secretary,
Treasurer and Director
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