<SUBMISSION>
<ACCESSION-NUMBER>0000950170-01-500083
<TYPE>DEF 14A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20010608
<FILING-DATE>20010430
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DEVCON INTERNATIONAL CORP
<CIK>0000028452
<ASSIGNED-SIC>3270
<IRS-NUMBER>590671992
<STATE-OF-INCORPORATION>FL
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>DEF 14A
<ACT>34
<FILE-NUMBER>000-07152
<FILM-NUMBER>1616383
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1350 E NEWPORT CENTER DR
<STREET2>STE 201
<CITY>DEERFIELD BEACH
<STATE>FL
<ZIP>33443
<PHONE>3054291500
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1350 E NEWPORT CENTER DR
<STREET2>SUITE 201
<CITY>DEERFIELD BEACH
<STATE>FL
<ZIP>33442
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>m60892.txt
<TEXT>


                                  SCHEDULE 14A
                                 (Rule 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

                           Filed by the registrant [X]
                 Filed by a party other than the registrant [ ]

                           Check the appropriate box:
                         [ ] Preliminary Proxy Statement
                         [X] Definitive Proxy Statement
                       [ ] Definitive Additional Materials
        [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
                 [ ]Confidential, For Use of the Commission Only
                        (as permitted by Rule 14a-6(e)(2)

                (Name of Registrant as Specified in Its Charter)

                           DEVCON INTERNATIONAL CORP.

Payment of filing fee (Check the appropriate box):

[X]      No fee required.

[ ]      Fee computed on table below per Exchange Act Rules 14a-6(1) and 0-11.

         (1)      Title of each class of securities to which transaction
                  applies:

         (2)      Aggregate number of securities to which transaction applies:

         (3)      Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined):

         (4)      Proposed maximum aggregate value of transaction:

         (5)      Total fee paid:

[ ]      Check box if any part of the fee is offset as provided in Exchange
         Act Rule 0-11(a)(2) and identify the filing for which the offsetting
         fee was paid previously. Identify the previous filing by registration
         statement number, or the form or schedule and the date of its filing.

(1)      Amount previously paid:
(2)      Form, schedule or registration statement no.:
(3)      Filing party:
(4)      Date Filed:

<PAGE>

                           DEVCON INTERNATIONAL CORP.
                    1350 EAST NEWPORT CENTER DRIVE, SUITE 201
                         DEERFIELD BEACH, FLORIDA 33442

                  NOTICE OF 2001 ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JUNE 8, 2001

To the shareholders of
Devcon International Corp.:

NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Shareholders of Devcon
International Corp., a Florida corporation (the "Company"), will be held at the
Deerfield Beach Hilton, Hillsboro Executive Center North, 100 Fairway Drive,
Deerfield Beach, Florida on Friday, June 8, 2001 at 3:00 p.m., local time, for
the following purposes:

         1.       To elect six persons to the Company's Board of Directors to
                  hold office until their terms shall expire or until their
                  successors are duly elected and qualified;
         2.       To ratify the reappointment of KPMG LLP, independent certified
                  public accountants, as the Company's auditor for 2001; and
         3.       To transact other business as may properly come before the
                  meeting and any and all adjournments or postponements thereof.

The Board of Directors has fixed the close of business on April 27, 2001 as the
record date for determining those shareholders entitled to notice of and to vote
at the 2001 Annual Meeting and any adjournments or postponements thereof.

Whether or not you expect to be present at the meeting, please sign, date and
return the enclosed proxy card as promptly as possible in the enclosed
pre-addressed stamped envelope.

                                             By Order of the Board of Directors,


                                                 Donald L. Smith, Jr., President

Deerfield Beach, Florida
May 4, 2001

THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE RESPECTFULLY
URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE.
SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING,
REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.

<PAGE>

                       2001 ANNUAL MEETING OF SHAREHOLDERS
                                       OF
                           DEVCON INTERNATIONAL CORP.

                                 PROXY STATEMENT

                              --------------------

                     DATE, TIME AND PLACE OF ANNUAL MEETING

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Devcon International Corp., a Florida corporation (the
"Company"), of proxies from the holders of the Company's Common Stock, par value
$0.10 per share (the "Common Stock"), for use at the 2001 Annual Meeting of
Shareholders of the Company to be held on June 8, 2001, and any adjournments or
postponements thereof (the "Annual Meeting"), pursuant to the enclosed Notice of
Annual Meeting. It is expected that this Proxy Statement and the enclosed form
of proxy will be first mailed to shareholders of the Company on or about May 4,
2001. The complete mailing address, including zip code, of the Company's
principal executive offices is 1350 East Newport Center Drive, Suite 201,
Deerfield Beach, Florida 33442.

                          INFORMATION CONCERNING PROXY

The enclosed proxy is solicited on behalf of the Company's Board of Directors.
The giving of a proxy does not preclude the right to vote in person should any
shareholder giving a proxy so desire. Shareholders have an unconditional right
to revoke their proxy at any time prior to the exercise thereof, either in
person at the Annual Meeting or by filing with the Company's Secretary at the
Company's headquarters a written revocation or duly executed proxy bearing a
later date. No revocation will be effective, however, until written notice of
the revocation is received by the Company at or prior to the Annual Meeting.

The cost of preparing, assembling and mailing this Proxy Statement, the Notice
of Annual Meeting of Shareholders and the enclosed proxy is to be borne by the
Company. In addition to the use of mail, employees of the Company may solicit
proxies personally and by telephone and facsimile. They will receive no
compensation therefor in addition to their regular salaries. The Company may
request banks, brokers and other custodians, nominees and fiduciaries to forward
copies of the proxy material to their principals and to request authority for
the execution of proxies. The Company may reimburse such persons for their
expenses in so doing.

                             PURPOSES OF THE MEETING

At the Annual Meeting, the Company's shareholders will consider and vote upon
the following matters:

         1.       The election of six directors to serve until the next annual
                  meeting of shareholders or until their successors are duly
                  elected and qualified;

         2.       The ratification of the reappointment of KPMG LLP, independent
                  certified public accountants, as the Company's auditor for
                  2001; and

         3.       Other business as may properly come before the Annual Meeting,
                  including any adjournments or postponements thereof.

                                       2
<PAGE>

Unless contrary instructions are indicated on the enclosed proxy, all shares
represented by valid proxies received pursuant to this solicitation (and which
have not been revoked in accordance with the procedures set forth above) will be
voted (a) for the election of the six nominees for director named below, and (b)
in favor of all other proposals described on the Notice of Annual Meeting. In
the event a shareholder specifies a different choice by means of the enclosed
proxy, his shares will be voted in accordance with the specification so made.

                 OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

The Board of Directors has set the close of business on April 27, 2001, as the
record date (the "Record Date") for determining shareholders of the Company
entitled to notice of and to vote at the Annual Meeting. As of the Record Date
there were 3,649,385 shares of Common Stock issued and outstanding, all of which
are entitled to be voted at the Annual Meeting. Holders of Common Stock are
entitled to one vote per share on each matter that is submitted to shareholders
for approval.

The attendance, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. In order to be elected, nominees for director
must receive a plurality of the votes cast by holders of shares of Common Stock
voting in person or by proxy at the Annual Meeting. Abstentions are considered
as shares present and entitled to vote for purposes of determining the outcome
of any matter submitted to the shareholders for a vote, but are not counted as
votes cast "for" or "against" any matter. The inspector of elections will treat
shares referred to as "broker or nominee non-votes" (shares held by brokers or
nominees as to which instructions have not been received from the beneficial
owners or persons entitled to vote and the broker or nominee does not have
discretionary voting power on a particular matter) as shares that are present
and entitled to vote for purposes of determining the presence of a quorum. For
purposes of determining the outcome of any matter as to which the proxies
reflect broker or nominee non-votes, shares represented by such proxies will be
treated as not present and not entitled to vote on that subject matter.
Accordingly, such shares would not be considered by the inspectors as shares
entitled to vote on that subject matter and therefor would not be considered by
the inspector when counting votes cast on the matter. If less than a majority of
the outstanding shares of Common Stock are represented at the meeting, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice.

                              ELECTION OF DIRECTORS

NOMINEES

The Company's Restated Articles of Incorporation and Bylaws provide that the
number of directors to serve on the Board of Directors shall be determined by
the Board of Directors of not less than five nor more than seven directors. The
Board of Directors has previously determined the number of directors at six.
Each director elected at the Annual Meeting will serve as a director for a term
expiring at the 2001 Annual Meeting of Shareholders, expected to be held in June
2001, or until his successor has been duly elected and qualified. Messrs. Smith,
Hornsby, Kester, Steele, Pitts and Bechara have been nominated for election as
directors and proxies will be voted for such persons absent contrary
instructions.

The Board of Directors does not believe that any nominee will refuse to act or
be unable to accept election. In the event, however, that a nominee for director
is unable to accept election or if any other unforeseen contingencies should
arise, proxies will be voted for the remaining nominees and for such other
person as may be designated by the Board of Directors, unless it is directed by
a proxy to do otherwise.

                                       3
<PAGE>

Each of the nominees for election as a director of the Company is a current
member of the Board of Directors. Mr. Smith has served as a director since 1951,
Mr. Kester has served as a director since 1972, Mr. Hornsby has served as a
director since 1975, Mr. Steele has served as a director since 1989, Mr. Pitts
has served as a director since 1996 and Mr. Bechara has served as a director
since 1999.

                             DIRECTORS' COMPENSATION

Directors are each paid an annual retainer for Board service of $4,000, except
for the Chairman, Donald L. Smith, Jr. who in previous years has not received
any payment. Members of the Audit Committee will receive an annual retainer of
$5,000 in June 2001 and the Chairman will receive an annual retainer of $7,500.
Compensation Committee members receive an additional $1,000 annual retainer,
except for the Chairman who receives $1,500.

Pursuant to the 1992 Directors' Stock Option Plan (the "Directors' Plan"), the
Company's non-employee directors were granted options to purchase 8,000 shares
of Common Stock upon the approval of the Directors' Plan by shareholders. A new
non-employee director would receive a similar option upon the commencement of
service as a director, from this plan or other stock option plan in effect. In
addition, each non-employee director is granted options to purchase 1,000 shares
of Common Stock after each annual meeting of the Company, pursuant to the
Directors' Plan or other plan. For purposes of the Directors' Plan, a director
is a non-employee director if he does not receive regular compensation from the
Company or its subsidiaries other than directors' fees and reimbursement for
expenses, even if such director is an officer of a subsidiary of the Company.

                              EXECUTIVE MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME                                       AGE      POSITION(S) HELD WITH THE COMPANY
----                                       ---      ---------------------------------
<S>                                         <C>     <C>
Donald L. Smith, Jr. ..................     79      Chairman of the Board, President and Chief Executive Officer
Richard L. Hornsby.....................     65      Director and Executive Vice President
Robert L. Kester.......................     81      Director
Robert A. Steele.......................     85      Director
W. Douglas Pitts.......................     61      Director
Jose A. Bechara, Jr. Esq...............     56      Director
Jan A. Norelid ........................     47      Vice President-Finance and Chief Financial Officer
Henry C. Obenauf.......................     71      Vice President-Engineering
Donald L. Smith, III...................     48      Vice President-Construction Operations
</TABLE>

Donald L. Smith, Jr., a cofounder of the Company, has served as its Chairman of
the Board, President and Chief Executive Officer since its formation in 1951.

Richard L. Hornsby was appointed the Company's Executive Vice President in March
1989. Mr. Hornsby served as Vice President of the Company from August 1986 to
February 1989. From September 1981 until July 1986 he was Financial Manager of
R.O.L., Inc. and L.O.R., Inc., companies primarily engaged in various private
investment activities. He has been a director of the Company since 1975 and
served as Vice President-Finance from 1972 to 1977.

                                       4
<PAGE>

Robert L. Kester, a director of the Company since 1972, is a private investor
and is Chairman of the Board of Big Sky Western Bank in Big Sky, Montana. Mr.
Kester retired from active employment with Florida Coast Bank of Pompano Beach,
Florida after its acquisition by Barnett Bank of Florida in 1984. Mr. Kester is
additionally a partner of Kester Management Trust, a real estate business in
Pompano Beach, Florida.

Robert A. Steele, a director of the Company since May 1989, has been Chairman of
the Board, Chief Executive Officer and a principal shareholder of SFM Leasing
Company, Inc. and RAMS Leasing Company, Inc. since 1972. Both companies were
engaged in the heavy truck and equipment leasing business. Currently, these
companies are primarily engaged in various investment activities. Mr. Steele has
also been managing partner of Steele Associates, Ltd. since 1981 and SFM Realty
Associates since 1985, both of which are primarily engaged in various investment
activities.

W. Douglas Pitts, a director of the Company since 1996, is Chairman of the Board
and Chief Executive Officer of The Courtelis Company, which is engaged primarily
in various real estate development activities. Prior to his selection as
Chairman of the Board and Chief Executive Officer in December 1995, Mr. Pitts
served as Executive Vice President and Chief Operating Officer of The Courtelis
Company from 1983 to 1995.

Jose A. Bechara, Jr., Esq., a director of the Company since 1999, is Chairman of
the Board and Chief Executive Officer of Hormigonera Mayaguezana, Inc., a
leading manufacturer of concrete in Puerto Rico. He has served on various boards
of directors, including banks, industrial companies, utilities and educational
institutions, and has been active in numerous professional associations. He was
admitted to the bar in the Commonwealth of Puerto Rico in 1969.

Jan A. Norelid was appointed Vice President-Finance and Chief Financial Officer
in October 1997. From January 1996 until September 1997 he owned and operated a
printing company. Prior to that and from January 1991 he served as Chief
Financial Officer for Althin Medical, Inc., a medical device manufacturer in
Florida.

Henry C. Obenauf was appointed Vice President-Engineering of the Company in
March 1989, after having served as Vice President of the Company since 1977. Mr.
Obenauf has been employed by the Company for more than 33 years.

Donald L. Smith, III, was appointed Vice President-Construction Operations for
the Company in December 1992. Prior to that and from March 1992, he served as
the Company's Assistant Vice President of Construction Operations-South Florida
and the Caribbean. Mr. Smith joined the Company in 1976 and has served in
various supervisory and managerial positions with the Company since that time.

The Company's directors hold office until the next annual meeting of
shareholders and until their successors have been duly elected and qualified.
The Company's officers are elected annually by the Board of Directors and serve
at the discretion of the Board. There are no arrangements or understandings with
respect to the selection of officers or directors.

Donald L. Smith, III is the son of Donald L. Smith, Jr., the Company's Chairman,
President and Chief Executive Officer. Aside from the foregoing, there are no
family relationships between any directors and executive officers of the
Company. Certain other children of Donald L. Smith, Jr. are employed by the
Company.

                                       5
<PAGE>

                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth compensation awarded to, earned by or paid to the
Company's Chief Executive Officer and each of the other four executive officers
of the Company who had an annual salary and bonus in 2000 in excess of $100,000
(collectively, the "Named Executive Officers"). The Company has not granted any
restricted stock awards or stock appreciation rights.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                   Long-term
                                      Annual Compensation                         Compensation
                                ------------------------------                --------------------
                                                                   Other      Awards      Payouts       All
                                                                   Annual     -------     -------      Other
                                                                   Compen-                 LTIP       Compen-
Name and                        Fiscal     Salary                  sation     Options     Payouts     sation
Principal Position               Year      ($)(1)    Bonus ($)     ($)(2)       (#)         ($)       ($)(3)
----------------------------    ------     -------   ---------     -------    -------     --------    -------
<S>                              <C>       <C>         <C>          <C>        <C>           <C>      <C>
Donald L. Smith, Jr.             2000      298,461          -           -           -        -         7,960
Chairman of the Board,           1999      270,000          -           -      50,000        -         8,159
President and     CEO            1998      260,000          -           -           -        -         7,867

Richard L. Hornsby               2000      184,231          -       9.000           -        -        72,931
Executive Vice President         1999      171,346          -       9,000      30,000        -        72,913
                                 1998      165,000          -       9,000           -        -        72,780

Jan A. Norelid                   2000      139,231     42,570       5,000           -        -         3,599
Vice President-Finance           1999      118,462      2,500       5,000      57,000        -         3,817
Chief Financial Officer          1998      109,039          -       5,000      40,000        -         5,000

Henry C. Obenauf                 2000      115,615     71,969           -           -        -         3,174
Vice President -                 1999      110,077     10,087           -           -        -         3,361
Engineering                      1998      102,346      3,000           -           -        -         3,187

Donald L. Smith III              2000      122,681      4,200       5,000           -        -        11,438
Vice President                   1999      106,808      3,000       5,000      30,000        -        10,969
Construction Operations          1998       99,796      3,000       5,000           -        -        10,736
</TABLE>

--------------------
(1)      Does not include the dollar value of personal benefits, such as the
         cost of automobiles and health insurance, the aggregate value of which
         for each named executive officer was less than 10% of such executive
         officer's salary and bonus. Includes $4,000 a year for Mr. Hornsby,
         representing a retainer paid to all directors other than Mr. Smith and
         $5,000 per year for Messrs. Hornsby, Norelid and Smith III for service
         on a management policy committee.

(2)      Represents (i) the cost of term and non-term life insurance coverage
         paid to the insurance company as premiums for policies on the lives of
         Messrs. Hornsby and Smith III in 2000 and 1999 pursuant to split dollar
         life insurance policies on the lives of such executive officers and
         (ii) the Company's match of a 401(k) contribution made by each named
         executive officer. The Company will be reimbursed for its non-term
         premium payments at such time as benefits are paid under the policies
         or the policies are terminated and the cash proceeds distributed.

                                       6
<PAGE>

OPTION GRANTS AND LONG-TERM INCENTIVE AWARDS

No stock options, stock appreciation rights or long-term incentive awards were
granted to the Named Executive Officers during 2000.

AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE

The following table sets forth certain information concerning unexercised stock
options held by the Named Executive Officers as of December 31, 2000. No stock
appreciation rights have been granted or are outstanding.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                      Number of Securities
                             Shares                  Underlying Unexercised         Value of Unexercised
                            Acquired                       Options at               In-the Money Options
                               On         Value        Fiscal Year End (#)        at  Fiscal Year End($)(1)
                            Exercise    Realized   --------------------------  --------------------------------
Name                          (#)          ($)     Exercisable  Unexercisable  Exercisable(2)  Unexercisable(3)
-------------------------  ---------    ---------  -----------  -------------  --------------  ----------------
<S>                            <C>           <C>      <C>           <C>            <C>             <C>
Donald L. Smith, Jr.           -             -        85,000        40,000         393,550         209,200
Richard L. Hornsby             -             -        82,125        35,250         242,149         180,308
Jan A. Norelid                 -             -        45,400        81,600         152,748         354,252
Henry C. Obenauf  -            -             -             -             -               -
Donald L. Smith, III           -             -        51,450        31,500         106,478         163,245
</TABLE>

-----------------
(1)      The closing price for the Company's Common Stock as reported on the
         National Association of Securities Dealers Automated Quotation System
         ("NASDAQ") on December 31, 2000 was $6.88. Value is calculated by
         multiplying (a) the difference between $6.88 and the option exercise
         price by (b) the number of shares of Common Stock underlying the
         option.

                              CERTAIN TRANSACTIONS

The Company leases a 4.4 acre parcel of real property from Mr. Donald L. Smith,
Jr., pursuant to which Mr. Smith received $49,303 in annual rent in 2000.

The Company has borrowed approximately $2.1 million from Donald L. Smith, Jr. at
December 31, 2000. The note is unsecured, bears interest at the prime interest
rate. Eight hundred thousand dollars is due on demand and $1.3 million is due on
April 1, 2002. The officer has the option of making the entire note due on
demand should a change of control occur. A change of control has occurred if a
person or group acquires 15% or more of the Company's Common Stock or announces
a tender offer, the consummation of which would result in ownership by a person
or group of 15% or more of the Company's Common Stock.

In 1989, an Antiguan subsidiary of the Company obtained a minority interest in a
partnership that acquired a manufacturer of acoustical ceiling tiles in
Matamoros, Mexico and that is engaged in the sale, distribution and marketing of
such tiles. The subsidiary invested approximately $1.2 million in the
partnership for a 29 percent interest and two of the Company's officers and
directors, Messrs. Smith, Jr. and Hornsby, obtained an 11 percent interest for
which they paid $450,000. In January 1994, another Antiguan subsidiary of the
Company became the new general partner of the partnership and was assigned all
the rights and assumed all the liabilities of the former Antiguan subsidiary
with respect to the partnership. In connection with an amendment of the
partnership agreement, the Antiguan subsidiary and

                                       7
<PAGE>

the Company, as applicable, contributed a note receivable of $505,000 from the
partnership into equity and contributed approximately $235,000 of equipment to
the partnership. The Antiguan subsidiary's ownership interest in the partnership
was increased to 64.47 percent. The ownership interest of Messrs. Smith, Jr. and
Hornsby was reduced to 6.47 percent.

In November 1995 the Company decided to sell this operation because of its poor
operating results and uncertain prospects for improvement. The Company's
investment in the partnership was written down to its estimated net realizable
value of approximately $749,000, which consists principally of property,
equipment and inventory with a net book value of approximately $1.4 million,
along with debt of approximately $621,000. The Company sold its interest in the
ceiling tile business in September 1996 in exchange for one secured promissory
note in the amount of $600,000 and one unsecured promissory note in the amount
of $385,000, assumed certain liabilities of the partnership and took an
additional loss on disposal of approximately $488,000. At December 31, 2000,
$600,000 remained outstanding on the secured promissory note and the unsecured
promissory note was paid in full.

At December 31, 1999, the Company had borrowed approximately $1.6 million from
Robert A. Steele, a Board member of the Company and his wife. The notes were
secured by various pieces of equipment and bore interest at a rate of 10 percent
per annum with monthly payments being made through March 2004. This debt was
paid off in full during 2000.

The Company has receivables due from certain officers and employees as a result
of payments made by the Company pursuant to a split dollar life insurance plan.
The Company's advances to pay premiums are secured by a pledge of the cash value
of the issued policies. Amounts due the Company under the split dollar plans
aggregated $853,488 at December 31, 2000, including $592,787 from Richard L.
Hornsby and $68,823 from Donald L. Smith III.

Commencing in July 1996 and through December 2000, Donald L. Smith, Jr. had
invested $5.4 million for a 11.3% investment in a partnership seeking to develop
a resort in the Bahamas. Mr. Smith also lent the partnership $1 million and have
personally guaranteed certain of the partnership's liabilities. Commencing in
August 1996 and through December 2000, Robert A. Steele had invested $169,000
for a 1.0% interest in the partnership. Commencing in October 1996 and through
December 2000, the Company invested $184,000 and provided certain services for a
1.2% interest in the partnership.

The Company has a $23.8 million contract with the partnership to perform land
preparation services. In connection with this contract, the Company has recorded
revenue of $2.7 million during 2000. The backlog on the contract as of December
31, 2000 was $12.3 million. The project has not yet received its total financing
and completion of the project is pending additional financing. The Company has
been advised by this entity that it has received a loan commitment letter from a
bank, has entered into a contract with a reputable hotel chain for management of
the hotel being built, and has received further financial commitments from other
sources. All commitments are subject to significant conditions that the entity
is currently working on fulfilling. Until the financing transaction is
consummated there is uncertainty whether or not the project will receive its
final financing. The Company is monitoring the situation closely.

On November 1, 1999, the Company extended a $1.0 million note to the
partnership, secured by equipment. As of December 31, 2000 the Company had trade
receivables, net of billings in excess of costs and estimated earnings, from the
venture of approximately $2.0 million. The Company's President has personally
guaranteed up to $1.2 million of the outstanding trade receivables from the
venture, subject to exhaustion by the Company of all other remedies. The Company
expects to receive interim payments from the venture's cash resources to cover
its incremental costs while the venture is seeking its total financing.

                                       8
<PAGE>

The Company owns 50.02% of its subsidiary in Puerto Rico, Puerto Rico Crushing
Company, Inc. ("PRCC"), Director Jose A. Bechara, Jr. Esq. is a majority
shareholder of Empresas Bechara, who in turn owns 24.99% of PRCC. PRCC's most
important customer is Hormigonera Mayaguezana, a wholly owned subsidiary of
Empresas Bechara. Hormigonera Mayaguezana represented 68% of PRCC's total sales
for year 2000. PRCC had $438,118 of outstanding receivables from Hormigonera
Mayaguezana at December 31, 2000.

Henry C. Obenauf was indebted to the Company in the principal amount of $221,488
pursuant to several promissory notes. The indebtedness was incurred by Mr.
Obenauf to fund the exercise price of his options to purchase Common Stock of
the Company and income taxes related to such exercise. The notes were repaid off
on April 12, 2000.

The Company believes that, to the extent applicable, the foregoing transactions
were on terms no less favorable to the Company than those that could have been
obtained from independent third parties.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10 percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
(the "SEC") initial reports of ownership and reports of changes in ownership of
Common Stock. Officers, directors and greater than 10 percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and representations that no other reports were
required, during the fiscal year ended December 31, 2000 all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10
percent beneficial owners were complied with.

                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the year ended December 31, 2000, the Board of Directors held 7 meetings.
During 2000, no incumbent director attended fewer than 75 percent of the
aggregate of (i) the number of meetings of the Board of Directors held during
the period he served on the Board, and (ii) the number of meetings of committees
of the Board of Directors held during the period he served on such committees.
The Board of Directors has two standing committees, the Audit Committee and the
Compensation Committee.

Messrs. Kester, Pitts and Steele are members of the Audit Committee, which met
four times during 2000. The duties and responsibilities of the Audit Committee
include (a) recommending to the full Board the appointment of the Company's
auditors and any termination of engagement, (b) reviewing the plan and scope of
audits, (c) reviewing the Company's significant accounting policies and internal
controls and (d) having general responsibility for all related auditing matters.
See further Charter of the Audit Committee in Appendix A.

Messrs. Kester, Pitts, Steele and Bechara are members of the Company's
Compensation Committee, which met once during 2000 and took certain actions by
unanimous written consent. This committee administers the 1992 and 1999 Stock
Option Plans and has the power and authority to (a) determine the persons to be
awarded options and the terms thereof and (b) construe and interpret the 1992
and 1999 Stock Option Plans. This Committee also is responsible for the final
review and determination of executive compensation.

                                       9
<PAGE>

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee members are Robert L. Kester, W. Douglas Pitts and
Robert A. Steele.

Commencing in July 1996 and through December 2000, Donald L. Smith, Jr. had
invested $5.4 million for a 11.3% investment in a partnership seeking to develop
a resort in the Bahamas. Mr. Smith also lent the partnership $1 million and have
personally guaranteed certain of the partnership's liabilities. Commencing in
August 1996 and through December 2000, Robert A. Steele had invested $169,000
for a 1.0% interest in the partnership. Commencing in October 1996 and through
December 2000, the Company invested $184,000 and provided certain services for a
1.2% interest in the partnership. See further Certain Transactions page 7.

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is primarily responsible for determining the
compensation of the Company's executive officers, although the Company's Chief
Executive Officer and President makes recommendations to the Compensation
Committee as to the compensation of the Company's executive officers.

The Compensation Committee's general philosophy with respect to the compensation
of the Company's executive officers is to offer competitive compensation
programs designed to attract and retain qualified executives, to motivate
performance to achieve specific goals and to align the interests of senior
management with the long-term interests of the Company's shareholders.

In determining compensation, job level, individual performance and Company
performance are considered. More specifically, factors considered include the
Chief Executive Officer and President's recommendations, specific
accomplishments of the executive officers, the Company's historical and
projected performance, sales, earnings, financial condition and return on equity
and economic conditions. These factors and the ultimate determination of
compensation are subjective. The Company attempts to provide incentives to
retain qualified executive officers, but also believes that the compensation
paid to its executives is well within the range of compensation paid to
similarly situated executives at other companies in similar industries or at
companies having similar market capitalization. Given the level of the Company's
executive officers compensation, the Committee does not believe that it is
necessary to incur the expense of formal studies or market analysis.

Of all the components of compensation, salary is most closely related to
individual performance. Strong emphasis is given to the Chief Executive
Officer's recommendations, given his experience with the Company since its
origin and his day-to-day contact with the other executive officers.
Consideration is also given to the amount deemed necessary to retain an
executive officer's services. These considerations are subjective and not
subject to specific criteria. Company performance is also a factor and given
that the Company had an excellent year in 2000, salaries for executive officers
were increased in 2000 based on merit and other factors. Based on its experience
with companies generally and in the Company's industry, and without utilizing
any formal market studies, the Committee believes that the salaries paid by the
Company to its executive officers are moderate by comparison to external
standards. This analysis was also subjective and not subject to specific
criteria.

While bonuses are also related to individual performance, Company performance is
emphasized more in determining bonus payments than in determining salary. This
is particularly true at the highest level of management. In considering
performance, generally earnings are most emphasized, although revenues and
financial condition are also considered. The amount of any bonus is not tied to
specific performance criteria, but is also subjectively determined based upon an
analysis of the aforementioned factors. An

                                       10
<PAGE>

executive officer could receive a bonus in a year where the Company is not
profitable, based upon his individual performance or areas of responsibility.
Three executive officers received bonuses totaling $118,739 after review of the
foregoing factors, particularly relating to executives involvement in the sale
of assets at a substantial profit and to the improvement in the construction
business during 2000.

The Company also attempts to provide incentives to its executive officers to
remain with the Company and to improve performance through the grant of stock
options. Options allow executive officers to share, to some extent, in
shareholders' return on equity. Typically, Company options vest in staggered
amounts over a long term, such as a given percentage every one or three years.
The determination of how many options to grant to an executive officer depends,
to varying degrees, on the number of outstanding options held by the executive
officer, his job level and performance and Company performance. Given the number
of outstanding options and the fact that options were issued in 1999, no
additional options were issued in 2000.

As a result of the foregoing factors, the President and Chief Executive
Officer's salary was increased in 2000, although he received no bonus in 2000.
In determining to increase the President's compensation to its new level the
Committee took into consideration, in addition to the other factors mentioned
above, the time and effort being expended by the President, the Company's
results in 2000, the President's experience and expertise in handling the issues
facing the Company and the perceived progress toward enabling the Company to
meet future goals and lack of significant increases in prior years. The final
determination, after reviewing these factors, was subjective.

The Company had various obligations under its 401(k) plan and with respect to
split dollar insurance premiums, all of which were met.

In December 1993, the Internal Revenue Service issued proposed regulations
concerning compliance with Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code"). Section 162(m) generally disallows a public company's
deduction for compensation to any one of certain employees (primarily executive
officers) in excess of $1.0 million per year unless the compensation is pursuant
to a plan or performance goals approved by the public company's shareholders.
None of the Named Executive Officers presently receives, and the Compensation
Committee does not anticipate that such persons will receive, annual cash
compensation in excess of the $1.0 million cap provided in Section 162(m). The
Compensation Committee intends to take any necessary steps to ensure compliance
with Section 162(m) of the Code.

 Robert L. Kester, Jose A. Bechara, Jr. Esq.,W. Douglas Pitts, Robert A. Steele

                          REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is established pursuant to the
Company's Bylaws and the Audit Committee Charter adopted by the Board of
Directors on June 9, 2000. A copy of the Audit Committee Charter is attached to
this Proxy Statement as Appendix A.

Management is responsible for the Company's internal controls and the financial
reporting process. The Company's independent auditors are responsible for
performing the independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States of America and for issuing a report thereon. The Audit Committee
is comprised of three non-management directors and its responsibility is
generally to monitor and oversee the processes described in the Audit Committee
Charter.

                                       11
<PAGE>

Each member of the Audit Committee is independent in the judgment of the
Company's Board of Directors and as required by the listing standards of the
Nasdaq. With respect to the period ended December 31, 2000, in addition to its
other work, the Audit Committee:

         o        Reviewed and discussed with the Company's management and the
                  independent auditors the audited consolidated financial
                  statements of the Company as of December 31, 2000;

         o        Discussed with the independent auditors the matters required
                  to be discussed by auditing standards generally accepted in
                  the United States of America; and

         o        Received from the independent auditors written affirmation of
                  their independence required by Independence Standards Board
                  Standard No. 1 and discussed with the auditors the firm's
                  independence. The independent auditors met with the Audit
                  Committee without management being present.

In fulfilling its responsibilities, the Audit Committee recommended to the Board
the selection of the Company's independent accountants, KPMG LLP. That firm has
discussed with the Committee and provided written disclosures to the Committee
on (1) that firm's independence as required by the Independence Standards Board
and (2) the matters required to be communicated under generally accepted
auditing standards.

Based upon the review and discussions referred to above, the Committee
recommended to the Board of Directors that that audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000 for filing with the Securities and Exchange Commission.

              Robert L. Kester, W. Douglas Pitts, Robert A. Steele

                                       12
<PAGE>

                                 STOCK OWNERSHIP

The following table sets forth as of the Record Date the number of shares
beneficially owned and the percentage of ownership of the Company's Common Stock
by (i) each person known to the Company to own beneficially more than 5 percent
of the outstanding Common Stock, (ii) each director of the Company, (iii) each
of the five executive officers of the Company who had annual salary and bonus
for 1999 in excess of $100,000 (the "Named Executive Officers"), including the
President and Chief Executive Officer, and (iv) all directors and executive
officers of the Company as a group.

<TABLE>
<CAPTION>
                                                                                    Common Stock
                                                                                Beneficially Owned (2)
                                                                              -------------------------
Name and Address of Beneficial Owner (1)                                      Shares            Percent
----------------------------------------                                      ------            -------
<S>                                                                         <C>                 <C>
Donald L. Smith, Jr.(3)...............................................      1,283,432           34.15%
Smithcon Family Investments, Ltd.(4)..................................        981,372           26.79%
Robert A. Steele(5)...................................................        246,000            6.67%
Robert L. Kester(6)...................................................         27,600            *
Richard L. Hornsby(7).................................................         89,625            2.39%
Donald L. Smith, III(8)...............................................        133,814            3.60%
W. Douglas Pitts(9)...................................................         22,000            *
Henry C. Obenauf......................................................           -               -
Jan A. Norelid(10)....................................................         70,800            1.91%
Jose A. Bechara, Jr. Esq. (11)........................................         59,500            1.62%
Dimensional Fund Advisors, Inc.(12)...................................        276,700            7.55%
FMR Corp. (13)........................................................        375,700           10.26%
All directors and executive officers as a group (9 persons)...........      1,902,771           47.50%
</TABLE>

--------------------
 *       Less than 1%.

(1)      Unless otherwise indicated, the address of each of the beneficial
         owners is 1350 East Newport Center Drive, Suite 201, Deerfield Beach,
         Florida 33442.

(2)      Unless otherwise indicated each person or group has sole voting and
         investment power with respect to all such shares.

(3)      All 981,372 shares held by Smithcon Family Investments, Ltd. are deemed
         beneficially owned by Donald L. Smith, Jr. and are included in the
         above table for each of Mr. Smith and Smithcon Family Investments, Ltd.
         Mr. Smith's holdings include (i) all 981,372 shares held by Smithcon
         Family Investments, Ltd., an entity controlled by Smithcon Investments,
         Inc. (the "Corporation"), a corporation that is wholly owned by Mr.
         Smith, (ii) 17,628 shares held by the Corporation and (iii) 95,000
         shares issuable upon exercise of options that are presently exercisable
         and does not include 30,000 shares not presently exercisable or that
         will not be exercisable within 60 days of the Record Date.

(4)      All 981,372 shares held by Smithcon Family Investments, Ltd. are deemed
         beneficially owned by Donald L. Smith, Jr. and are included in the
         above table for each of Mr. Smith and Smithcon Family Investments, Ltd.
         See footnote (3) for description of relationship between Smithcon
         Family Investments, Ltd. and Mr. Smith.

(5)      Includes 26,000 shares issuable upon exercise of options that are
         presently exercisable.

                                       13
<PAGE>

(6)      Includes 26,000 shares issuable upon exercise of options that are
         presently exercisable.

(7)      Includes 1,500 shares directly owned by Mr. Hornsby, 58,125 shares
         issuable upon exercise of options granted by the Company that are
         presently exercisable and 30,000 shares issuable upon exercise of an
         option that is presently exercisable, granted by Mr. Donald L. Smith,
         Jr., to Mr. Hornsby to purchase shares of Mr. Smith's Common Stock at
         an exercise price of $2.33 per share. Does not include 29,250 shares
         subject to options held by Mr. Hornsby that are not presently
         exercisable and that will not be exercisable within 60 days of the
         Record Date.

(8)      Includes (w) 33,964 shares directly owned by Mr. Smith and his wife (x)
         42,400 shares beneficially owned that are held in trust by Donald L.
         Smith, III for the benefit of his minor children, to which latter
         shares Mr. Smith disclaims beneficial ownership and (y) 57,450 shares
         issuable upon exercise of options that are presently exercisable. Does
         not include 25,500 shares issuable upon exercise of options that are
         not presently exercisable and that will not be exercisable within 60
         days of the Record Date.

(9)      Includes 22,000 shares issuable upon exercise of options that are
         presently exercisable.

(10)     Includes 21,400 shares directly owned by Mr. Norelid and 53,400 shares
         issuable upon exercise of options that are presently exercisable or
         exercisable within 60 days of the Record Date. Does not include 62,200
         shares issuable upon exercise of options that are not presently
         exercisable and that will not be exercisable within 60 days of the
         Record Date.

(11)     Includes 50,000 shares owned by Hormigonera Mayaguezana, Inc., which is
         deemed to be beneficially owned by Mr. Bechara, 500 shares directly
         owned by Mr. Bechara and 9,000 shares issuable upon exercise of options
         that are presently exercisable.

(12)     The address for Dimensional Fund Advisors, Inc. ("Dimensional") is 1299
         Ocean Avenue, 11th Floor, Santa Monica, California 90401. Dimensional,
         a registered investment advisor, is deemed to have beneficial ownership
         of 276,700 shares all of which shares are held by advisory clients of
         Dimensional. Dimensional disclaims beneficial ownership of all such
         shares. The information with respect to Dimensional is based solely on
         a Schedule 13G dated February 2, 2001.

(13)     The address for FMR Corp. (Fidelity Investments) is 82 Devonshire
         Street, Boston, Massachusetts 02109. The 375,700 shares were held by
         FMR Corp. ("FMR") on behalf of its direct subsidiary Fidelity
         Management & Research Company (Fidelity), a wholly-owned subsidiary of
         FMR and an investment advisor registered under Section 203 of the
         Investment Advisors Act of 1940. Fidelity was the beneficial owner of
         375,700 shares as a result of acting as an investment advisor to
         various investment companies (the "Fidelity Funds" or "Funds")
         registered under Section 8 of the Investment Company Act of 1940. The
         information with respect to FMR is based solely on a Schedule 13G dated
         December 11, 2000.

                                       14
<PAGE>

                                PERFORMANCE GRAPH

The following graph shows the cumulative total shareholder return on the
Company's Common Stock over the last five fiscal years as compared to the total
returns of the NASDAQ Stock Market Index and the Dow Jones Building Material
Index. Returns are based on the change in year-end to year-end price and assume
reinvested dividends. The graph assumes $100 was invested on December 31, 1995
in the Company's Common Stock, the NASDAQ Stock Market Index and the Dow Jones
Building Materials Index.


                               [GRAPHIC OMITTED]


<TABLE>
<CAPTION>
                                                Cumulative Total Return
                               ---------------------------------------------------------
                                12/95    12/96     12/97     12/98      12/99      12/00
                                -----    -----     -----     -----      -----      -----
<S>                            <C>      <C>       <C>       <C>        <C>        <C>
DEVCON INTERNATIONAL CORP.     100.00    76.56     60.94     32.81      71.49      85.16
DOW JONES BUILDING MTRL        100.00   117.84    145.80    167.66     140.58     140.14
NASDAQ STOCK MARKET-US         100.00   123.04    150.69    212.51     394.94     237.68
</TABLE>

                                       15
<PAGE>

                     RELATIONSHIP WITH INDEPENDENT AUDITORS

The firm of KPMG LLP, independent certified public accountants, has been the
Company's auditor since 1980 and has advised the Company that the firm does not
have any direct financial interest or indirect financial interest in the Company
or any of its subsidiaries, nor has such firm had any such interest in
connection with the Company or its subsidiaries during the past four years,
other than in its capacity as the Company's independent certified public
accountant. The Board of Directors, on the recommendation of the Company's Audit
Committee, has selected KPMG LLP as the Company's auditor for the year ended
December 31, 2001. Although the Board is not required to do so, it is submitting
its selection of the Company's auditors for ratification at the Annual Meeting,
in order to ascertain the views of its shareholders. The Board will not be bound
by the vote of the shareholders, however, if the selection is not ratified, the
Board would reconsider its selection. One or more representatives of KPMG LLP
are expected to be present at the Annual Meeting, and will have the opportunity
to make a statement if they desire to do so, and are expected to be available to
respond to appropriate questions from shareholders.

In addition to performing the audit of the Company's consolidated financial
statements, KPMG LLP provided tax services during 2000 with fees of $7,750. The
aggregate fees billed for 2000 for audit and review of the Company's 2000
financial statements was $205,000.

KPMG LLP did not provide any services related to financial information systems
design and implementation during 2000.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE FOR
RATIFICATION OF THE REAPPOINTMENT OF KPMG LLP AS THE COMPANY'S PRINCIPAL
INDEPENDENT PUBLIC ACCOUNTANTS.

                                 OTHER BUSINESS

The Board of Directors knows of no other business to be brought before the
Annual Meeting. If, however, any other business should properly come before the
Annual Meeting, the persons named in the accompanying proxy will vote proxies as
in their discretion they may deem appropriate, unless they are directed by a
proxy to do otherwise.

                                       16
<PAGE>

                  INFORMATION CONCERNING SHAREHOLDER PROPOSALS

Any shareholder who intends to present a proposal at the Company's 2001 Annual
Meeting of Shareholders and who wishes to have their proposal included in the
Company's Proxy Statement for that meeting, must deliver the proposal, not
exceeding 500 words in length, to the Secretary of the Company in writing not
later than January 5, 2002.

Under the Company's Amended and Restated Bylaws, nominations for director may be
made only by the Board or a Board committee, or by a shareholder entitled to
vote who delivers notice to the Company not less than 120 days nor more than 180
days prior to the first anniversary of the date of the notice of the preceding
year's annual meeting. For the Company's meeting in the year 2002, the Company
must receive this notice on or after November 6, 2001, and on or before January
5, 2002. Nominations, which are timely received, will be considered by the
Board.

A copy of the full text of the Amended and Restated Bylaws provisions discussed
above may be obtained by writing to the Corporate Secretary at 1350 East Newport
Center Drive, Suite 201, Deerfield Beach, Florida 33442.


                                             By Order of the Board of Directors,


Deerfield Beach, Florida                         Donald L. Smith, Jr., President
May 4, 2001

                                       17
<PAGE>

                                    EXHIBIT A

            CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. AUDIT COMMITTEE PURPOSE

         The Audit Committee is appointed by the Board of Directors to assist
         the Board in fulfilling its oversight responsibilities. The Audit
         Committee's primary duties and responsibilities are to:

         o        Monitor the integrity of the Company's financial reporting
                  process and systems of internal controls regarding finance,
                  accounting, and legal compliance.

         o        Monitor the independence and performance of the Company's
                  independent auditors.

         o        Provide an avenue of communication among the independent
                  auditors and management.

         The Audit Committee has the authority to conduct any investigation
         appropriate to fulfilling its responsibilities, and it has direct
         access to the existing independent auditors as well as anyone in the
         organization. The Audit Committee has the ability to retain, at the
         Company's expense, special legal, accounting or other appropriate
         consultants or experts it deems necessary in the performance of its
         duties.

II. AUDIT COMMITTEE COMPOSITION AND MEETINGS

         Audit Committee members shall meet the requirements of the Nasdaq
         Exchange. The Audit Committee shall be comprised of three or more
         directors as determined by the Board, each of whom shall be independent
         non-executive directors, free from any relationship that would
         interfere with the exercise of his or her independent judgment. All
         members of the Committee shall have a basic understanding of finance
         and accounting and be able to read and understand fundamental financial
         statements, and at least one member of the Committee shall have
         accounting or related financial management expertise.

         Audit Committee members shall be appointed by the Board. If an audit
         committee Chair is not designated or present, the members of the
         Committee may designate a Chair by majority vote of the Committee
         membership.

         The Committee shall meet at least four times annually, or more
         frequently as circumstances dictate. The Audit Committee Chair shall
         prepare and/or approve an agenda in advance of each meeting. The
         Committee should meet privately in executive session at least annually
         with management, the independent auditors, and as a committee to
         discuss any matters that the Committee or each of these groups believe
         should be discussed. In addition, the Committee, or at least its Chair,
         should communicate with management and the independent auditors'
         quarterly to review the Company's financial statements and significant
         findings based upon the auditors' limited review procedures.

                                       1
<PAGE>

III. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

         REVIEW PROCEDURES

         1.       Review and reassess the adequacy of this Charter at least
                  annually. Submit the charter to the Board of Directors for
                  approval and have the document published at least every three
                  years in accordance with SEC and NASDAQ regulations.

         2.       Review the Company's annual audited financial statements prior
                  to filing or distribution. Review should include discussion
                  with management and independent auditors of significant issues
                  regarding accounting principles, practices, and judgments.

         3.       In consultation with the management, the independent auditors
                  consider the integrity of the Company's financial reporting
                  processes and controls. Discuss significant financial risk
                  exposures and the steps management has taken to monitor,
                  control and report such exposures. Review significant findings
                  prepared by the independent auditors together with
                  management's responses.

         4.       Review with financial management and the independent auditors
                  the company's quarterly financial results prior to the release
                  of earnings and/or the Company's quarterly financial
                  statements prior to filing or distribution. Discuss any
                  significant changes to the Company's accounting principles and
                  any items required to be communicated by the independent
                  auditors in accordance with AICPA SAS 61 (see item 9). The
                  Chair of the Committee may represent the entire Audit
                  Committee for purposes of this review.

         5.       Recommend that the Board of the Company take appropriate
                  action to oversee the independence of the auditors.

         INDEPENDENT AUDITORS

         6.       The independent auditors are ultimately accountable to the
                  Audit Committee and the Board of Directors. The Audit
                  Committee shall review the independence and performance of the
                  auditors and annually recommend to the Board of Directors the
                  appointment of the independent auditors or approve any
                  discharge of auditors when circumstances warrant.

         7.       Approve the fees and other significant compensation to be paid
                  to the independent auditors.

         8.       On an annual basis, the Committee should ensure the receipt of
                  a formal written statement delineating all relationships
                  between the auditors and the Company and review and discuss
                  with the independent auditors all significant relationships
                  they have with the Company that could impair the auditor's
                  independence.

         9.       Review the independent auditors audit plan, discuss scope,
                  staffing, locations, reliance upon management and general
                  audit approach.

         10.      Prior to releasing the year-end earnings, discuss the results
                  of the audit with the independent auditors. Discuss certain
                  matters required to be communicated to audit committees in
                  accordance with AICPA SAS 61.

         11.      Consider the independent auditors' judgments about the quality
                  and appropriateness of the Company's accounting principles as
                  applied in its financial reporting.

                                       2
<PAGE>

         12.      On at least an annual basis, review with the Company's
                  counsel, any legal matters that could have a significant
                  impact on the organization's financial statements, the
                  Company's compliance with applicable laws and regulations, and
                  inquiries received from regulators or governmental agencies.

         OTHER AUDIT COMMITTEE RESPONSIBILITIES

         13.      Annually prepare a report to shareholders as required by the
                  SEC and NASDAQ. The report should be included in the Company's
                  annual proxy statement.

         14.      Perform any other activities consistent with this Charter, the
                  Company's by-laws, and governing law, as the Committee or the
                  Board deems necessary or appropriate.

         15.      Maintain minutes of meetings and report to the Board of
                  Directors on significant results of the foregoing activities.

                                       3
<PAGE>

                           DEVCON INTERNATIONAL CORP.

               THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S
                               BOARD OF DIRECTORS

                                  COMMON STOCK

The undersigned, a holder of Common Stock of Devcon International Corp., a
Florida corporation (the "Company"), hereby appoints Donald L. Smith, Jr. and
Richard L. Hornsby, and each of them, as proxies for the undersigned, each with
full power of substitution, for and in the name of the undersigned to act for
the undersigned and to vote, as designated below, all of the shares of stock of
the Company that the undersigned is entitled to vote at the 2001 Annual Meeting
of Shareholders of the Company, to be held on Friday, June 8, 2001, at 3:00
p.m., local time, at the Deerfield Beach Hilton, Hillsboro Executive Center
North, 100 Fairway Drive, Deerfield Beach, Florida and at any adjournments or
postponements thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND THE
OTHER PROPOSALS SET FORTH.

(1)      ELECTION OF DONALD L. SMITH, JR., RICHARD L. HORNSBY, ROBERT L. KESTER,
         ROBERT A. STEELE, W. DOUGLAS PITTS AND JOSE A. BECHARA, JR., as
         directors.

[ ]      VOTE FOR all nominees listed above, except vote withheld from the
         following nominees (if any):

[ ]      VOTE WITHHELD from all nominees listed above.

[ ]      ABSTAIN

(2)      PROPOSAL to ratify the reappointment of KPMG, LLP, independent
         certified public accountants, as the Company's auditor for 2001.

                       [ ] FOR    [ ] AGAINST   [ ] ABSTAIN

(3)      Upon other matters as may properly come before the Annual Meeting and
         any adjournments or postponements thereof. In their discretion, the
         proxies are authorized to vote upon other business as may properly come
         before the Annual Meeting, and any adjournments or postponements
         thereof.

                               (see reverse side)

<PAGE>

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" ALL OF THE PROPOSALS.

                                                  Dated __________________, 2001

                                                  ______________________________
                                                             Signature

                                                  ______________________________
                                                   (Signature if held jointly)

IMPORTANT: Please sign exactly as your name appears and mail it promptly even
though you now plan to attend the meeting. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTY IN THE ENVELOPE
PROVIDED.

NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.

</TEXT>
</DOCUMENT>
</SUBMISSION>
