UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                                       SEC File Number 001-12233
                                                          CUSIP NUMBER 088577101

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check one): [ ] Form 10-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR 
             [ ] Form N-CSR

For Period Ended: March 31, 2005

        [ ] Transition Report on Form 10-K
        [ ] Transition Report on Form 20-F
        [ ] Transition Report on Form 11-K
        [ ] Transition Report on Form 10-Q
        [ ] Transition Report on Form N-SAR
        For the Transition Period Ended: ______________________

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

BEXIL CORPORATION
Full Name of Registrant

Not Applicable
Former Name if Applicable

11 HANOVER SQUARE, 12TH FLOOR
Address of Principal Executive Office (Street and Number)

NEW YORK, NY 10005
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]  (a) The reason described in reasonable detail in Part III of this form
     could not be eliminated without unreasonable effort or expense

[ ]  (b) The subject annual report, semi-annual report, transition report on
     Form 10-K, Form 20-F, form 11-K Form NSAR or Form N-CSR, or portion
     thereof, will be filed on or before the fifteenth calendar day following
     the prescribed due date; or the subject quarterly report or transition
     report on Form 10-Q, or portion thereof will be filed on or before the
     fifth calendar day following the prescribed due date; and

[ ]  (c) The accountant's statement or other exhibit required by Rule
     12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why forms 10-K, 20-F, 11-K, 10Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed)

     Pursuant to Rule 12b-25(b), the Registrant hereby states in reasonable
     detail why it could not file Form 10-QSB within the prescribed time period:
     Due to delays in concluding the new client acceptance process, the
     successor independent registered public accounting firm was not engaged
     until April 13, 2005, and the Registrant currently anticipates filing its
     Annual Report on Form 10-KSB for the year ended December 31, 2004 by May
     20, 2005. Upon completion of that filing, the Registrant will seek to file
     Form 10-QSB as soon as possible thereafter.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

William G. Vohrer          212-785-0400

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer if no,
identify report(s).

        Yes [ ] No [X]

As noted above, the Registrant currently anticipates filing its Annual Report on
Form 10-KSB for the year ended December 31, 2004 by May 20, 2005.

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof

        Yes [ ] No [X]

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.





BEXIL CORPORATION has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.

Date May 16, 2005                   By: /s/ William G. Vohrer
                                            William G. Vohrer
                                            Treasurer