SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

            For the quarterly period ended September 30, 2002

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

         For the transition period from _________ to _________.



                           Commission File No. 0-7152


                            DEVCON  INTERNATIONAL  CORP.
            (Exact  Name of  Registrant  as  Specified  in its Charter)


           FLORIDA                                            59-0671992
(State or Other Jurisdiction of                          (I.R.S.   Employer
Incorporation or Organization)                           Identification No.)



       1350 E. Newport Center Drive, Suite 201, Deerfield Beach, FL 33442
             (Address of Principal Executive Offices)            (Zip Code)

                                (954) 429-1500
              (Registrant's Telephone Number, Including Area Code)

         Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $.10 par value
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:

         YES     X                          NO
               -----                            -----

As of November 5, 2002 the number of shares outstanding of the Registrant's
Common Stock was 3,554,460.







<PAGE>


                      DEVCON INTERNATIONAL CORP. AND SUBSIDIARIES


                                    INDEX

                                                                Page Number

Part I.  Financial Information:


   Item 1. Condensed  Consolidated  Balance Sheets  September 30, 2002 and
           December 31, 2001 (unaudited)............................... 3-4

          Condensed Consolidated Statements of Operations Three and Nine Months
          Ended September 30,2002 and 2001(unaudited)...................5


           Condensed Consolidated Statements of Cash Flows Nine Months Ended
           September 30, 2002 and 2001(unaudited).......................6-7

           Notes to Condensed Consolidated Financial Statements
          (unaudited).................................................. 8-11


   Item 2. Management's  Discussion  and Analysis of Financial  Condition and
           Results of Operations........................................11-19

   Item 3. Quantitative   and   Qualitative   Disclosures   About   Market
           Risk........................................................ 19

   Item 4. Controls and Procedures..................................... 19

Part II. Other Information..............................................20-21

         Certifications.................................................22-23







                                        2
<Page>

PART I.    Financial Information
--------------------------------------------------------

Item 1.  Financial Statements

                           DEVCON INTERNATIONAL CORP.
                                AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                    September 30, 2002 and December 31, 2001
                                   (Unaudited)
<TABLE>


<S>                                                                             <C>                       <C>
                                                                      September 30,              December 31,
                                                                           2002                        2001
                                                                      ---------------            ------------------
Assets

Current assets:
   Cash and cash equivalents                                            $  9,631,324                $  7,994,327
   Receivables, net                                                       10,697,446                  12,162,049
   Costs and estimated earnings
      in excess of billings                                                2,562,606                     229,056
   Inventories                                                             4,370,322                   3,736,759
   Prepaid expenses and other assets                                         832,469                     645,665
                                                                      --------------              --------------

         Total current assets                                             28,094,167                  24,767,856

Property, plant and equipment, net:
   Land                                                                    1,462,068                   1,462,068
   Buildings                                                               1,111,954                   1,135,954
   Leasehold improvements                                                  3,487,021                   3,159,536
   Equipment                                                              52,372,643                  49,567,905
   Furniture and fixtures                                                    749,531                     684,849
   Construction in process                                                   602,642                   2,793,580
                                                                      --------------               -------------
                                                                          59,785,859                  58,803,892

Less accumulated depreciation                                            (29,927,106)                (27,578,652)
                                                                        ------------                ------------

         Total property, plant & equipment, net                           29,858,753                  31,225,240

Investments in unconsolidated
   joint ventures and affiliates                                             323,229                     315,858
Receivables, net                                                           8,963,908                  10,596,702
Other assets                                                               1,212,102                   1,046,091
                                                                       -------------               -------------

Total assets                                                             $68,452,159                 $67,951,747
                                                                         ===========                 ===========

</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements
                                         3
<PAGE>





                             DEVCON INTERNATIONAL CORP.
                                AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                    September 30, 2002 and December 31, 2001
                                   (Unaudited)

<TABLE>
                                   (Continued)
<S>                                                                               <C>                     <C>
                                                                        September 30,            December 31,
                                                                          2002                          2001
                                                                       ------------              -------------------

Liabilities and Stockholders' Equity

Current liabilities:
    Accounts payable, trade and other                                    $ 3,872,010                $  4,093,229
    Accrued expenses and other liabilities                                 2,542,260                   2,214,575
    Line of credit                                                           538,000                      -
    Current installments of long-term debt                                   375,286                   1,143,097
    Billings in excess of costs and estimated earnings                         2,094                     414,837
    Income taxes                                                           1,017,387                     699,118
                                                                       -------------               -------------
         Total current liabilities                                         8,347,037                   8,564,856

Long-term debt, excluding current installments                             2,368,690                   2,454,809
Deferred income taxes                                                         63,285                     205,344
Deferred gain on sale of businesses                                          -                         1,142,537
Other liabilities                                                          2,267,486                   1,738,930
                                                                       -------------               -------------

         Total liabilities                                                13,046,498                  14,106,476

Stockholders' equity:
    Common stock                                                             371,256                     374,128
    Additional paid-in capital                                            10,027,385                  10,133,527
    Retained earnings                                                     48,063,102                  46,941,249
    Accumulated other comprehensive loss -
       cumulative translation adjustment                                  (1,973,468)                 (2,516,382)
    Treasury stock at cost                                                (1,082,614)                 (1,087,251)
                                                                       -------------               -------------

         Total stockholders' equity                                       55,405,661                  53,845,271
                                                                        ------------                ------------

Commitments and contingencies

         Total liabilities and stockholders' equity                      $68,452,159                 $67,951,747
                                                                         ===========                 ===========

</TABLE>



See accompanying notes to unaudited condensed consolidated financial statements.

                                        4
<PAGE>

                             DEVCON INTERNATIONAL CORP.
                                AND SUBSIDIARIES

                    Condensed Consolidated Statements of Operations
                            Three and Nine Months Ended
                            September 30, 2002 and 2001
                                   (Unaudited)
<TABLE>

                                                                       Three Months Ended                  Nine Months Ended
<S>                                                                     <C>             <C>                 <C>              <C>
                                                                  Sept. 30,       Sept. 30,           Sept. 30,        Sept. 30,
                                                                     2002             2001               2002              2001
                                                              ---------------    -------------    --------------     -------------
Materials revenue                                               $ 9,764,107       $ 9,418,267      $28,216,471       $31,733,359
Construction revenue                                              3,504,267         5,254,363       11,936,369        10,741,787
                                                               ------------      ------------     ------------      ------------
         Total revenue                                           13,268,374        14,672,630       40,152,840        42,475,146
                                                                -----------       -----------     ------------      ------------

Cost of materials                                                (7,705,817)       (7,433,577)     (23,102,319)      (25,546,241)
Cost of construction                                             (3,558,364)       (3,906,860)     (10,692,223)       (8,764,700)
                                                                -----------      ------------     ------------     -------------
      Gross profit                                                2,004,193         3,332,193        6,358,298         8,164,205

Operating expenses:
     Selling, general and administrative expenses                (2,958,927)       (3,146,928)      (8,598,455)       (8,106,156)
                                                                -----------      ------------     ------------     -------------

         Operating (loss) income                                   (954,734)          185,265       (2,240,157)           58,049

Other income (deductions):
      Joint venture equity gain                                       1,037             2,218            7,371            27,530
      Gain on sale of equipment and property                         35,720            37,310          144,190            17,599
      Gain on sale of business                                      -                  -             1,040,973            -
      Interest expense                                             (75,093)         (110,008)        (227,097)         (323,985)
      Interest and other income                                   1,051,188           886,126        3,044,142         2,197,845
      Minority interest                                            -                   (5,234)            -               51,798
                                                                -----------            -------     -----------         ---------
                                                                  1,012,852           810,412        4,009,579         1,970,787
                                                                 ----------            -------     ------------      ------------

         Income before income taxes                                  58,118           995,677        1,769,422         2,028,836

Income tax (expense) benefit                                        (55,176)           40,822         (416,660)          (73,349)
                                                              -------------    --------------    -------------    --------------
      Net income                                              $       2,942       $ 1,036,499      $ 1,352,762       $ 1,955,487
                                                              =============       ===========      ===========       ===========

Earnings per share
Basic                                                         $       -         $         0.29   $      0.38       $         0.54
                                                              ===============   ==============   ===========       ==============
Diluted                                                       $       -         $         0.26   $      0.35       $         0.49
                                                              ===============   ==============   ===========       ==============

Weighted average number of shares outstanding
Basic                                                         3,592,048           3,618,455      3,589,520           3,647,401
                                                              =========           =========      =========           =========
Diluted                                                       3,883,834           3,953,677      3,890,056           3,984,068
                                                              =========           =========      =========           =========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
                                        5
<PAGE>

                    DEVCON INTERNATIONAL CORP. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 2002 and 2001
                                   (Unaudited)
<TABLE>

<S>                                                                        <C>                          <C>
                                                                           2002                         2001
                                                                      ---------------             ---------------
Cash flows from operating activities:
   Net income                                                            $ 1,352,762                 $ 1,955,487
   Adjustments to reconcile net income
    to net cash provided by operating activities:
       Noncash stock compensation                                         -                              127,843
       Depreciation and amortization                                       3,676,963                   3,673,679
       Deferred income taxes benefit                                        (272,237)                   (130,064)
       Provision for doubtful accounts and notes                             185,899                     135,112
       Gain on sale of equipment and property                               (144,190)                    (17,599)
       Gain on sale of business                                           (1,040,973)                       -
       Joint venture equity gain                                              (7,371)                    (27,530)
       Minority interest income                                               -                          (51,798)

   Changes in operating assets and liabilities:
       Decrease (increase) in receivables                                  2,108,358                  (1,253,798)
       (Increase) decrease in costs and estimated
          earnings in excess of billings                                  (2,333,550)                    824,847
       Increase in inventories                                              (540,897)                   (677,164)
       Increase in prepaid expenses and
          other current assets                                              (205,165)                   (392,971)
       Increase in other assets                                              (17,472)                    (67,613)
       Increase (decrease) in accounts payable,
          accruals and other liabilities                                      66,029                  (2,342,949)
       (Decrease) increase in billings in excess
          of costs and estimated earnings                                   (412,743)                    771,420
       Increase (decrease) in income taxes payable                           318,269                     (30,866)
       Increase in deferred gain and other liabilities                       426,992                     276,431
                                                                            --------                   ---------
Net cash provided by operating activities                                $ 3,160,674                 $ 2,772,467
                                                                         -----------                 -----------

Cash flows from investing activities:
   Purchases of property, plant and equipment                            $(2,276,766)                $(3,891,409)
   Proceeds from sale of property and equipment                              217,596                     137,806
   Payments received on notes                                              1,443,549                   1,622,141
   Investment in unconsolidated joint ventures                               -                            (5,306)
   Issuance of notes                                                        (256,840)                   (294,000)
                                                                            ---------                   ---------

Net cash used in investing activities                                   $   (872,461)                $(2,430,768)
                                                                        ------------                 -----------

</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
                                        6

<PAGE>


                    DEVCON INTERNATIONAL CORP. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 2002 and 2001
                                   (Unaudited)
                                   (Continued)
<TABLE>
<S>                                                                         <C>                          <C>
                                                                            2002                         2001
                                                                      -------------                 -------------
Cash flows from financing activities:
   Issuance of stock                                                   $      44,400              $       26,400
   Purchase of treasury stock                                               (379,686)                   (700,925)
   Proceeds from debt                                                         -                        1,891,295
   Principal payments on debt                                               (853,930)                 (1,947,861)
   Net borrowings (repayments) of bank
     credit line and overdrafts                                              538,000                    (300,000)
                                                                       -------------               -------------

Net cash used in financing activities                                   $   (651,216)                $(1,031,091)
                                                                        ------------                 -----------

Net increase (decrease) in cash and cash equivalents                      $1,636,997                $   (689,392)

Cash and cash equivalents, beginning of period                             7,994,327                   8,166,954
                                                                        ------------               -------------

Cash and cash equivalents, end of period                                 $ 9,631,324                $  7,477,562
                                                                         ===========                ============

Supplemental disclosures of cash flow information


       Cash paid for:

          Interest                                                       $   232,243               $     333,457
                                                                         ===========               =============

          Income taxes                                                   $   352,967               $     299,013
                                                                         ===========               =============


Supplemental disclosures of noncash investing activities:

       Receipt of notes in settlement
          of receivables                                                  $1,689,905                  $2,110,015
                                                                          ==========                  ==========

       Translation gain (loss) adjustment                                $   542,914                 $  (206,747)
                                                                         ===========                 ===========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.
                                        7




<PAGE>


               DEVCON INTERNATIONAL CORP. AND SUBSIDIARIES
         Notes to Unaudited Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements include the accounts
of Devcon International Corp. and its majority-owned subsidiaries (the
"Company"). The accounting policies followed by the Company are set forth in
Note (l) to the Company's financial statements included in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 (the "2001 Form 10-K").

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (which consist only of normal
recurring adjustments) necessary to present fairly the Company's financial
position as of September 30, 2002 and the results of its operations and cash
flows for the three and nine months ended September 30, 2002 and 2001. The
results of operations for the three and nine months ended September 30, 2002 and
2001 are unaudited and are not necessarily indicative of the results to be
expected for the full year. The unaudited condensed consolidated financial
statements included herein should be read in conjunction with the financial
statements and related footnotes included in the Company's 2001 Form 10-K.

Earnings Per Share

Basic earnings per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the period. Diluted earnings per share is computed by dividing income available
to common shareholders by the weighted-average number of common shares
outstanding during the period, increased to include the number of additional
common shares that would have been outstanding if the dilutive potential common
shares had been issued. The dilutive effect of outstanding options is reflected
in diluted earnings per share by application of the treasury stock method.
Certain options were not included in the computation of diluted earnings per
share because the options' exercise prices were greater than the average market
prices of the common shares.
<TABLE>
                                         September 30, 2002                            September 30, 2001
                                     Option price          Options               Option price          Options
                                    From        To       outstanding            From        To       outstanding
<S>                                  <C>        <C>        <C>                   <C>        <C>         <C>
Dilutive options                     1.50       5.85       574,400               1.50       6.80        751,000
Not included options                 6.25       9.63       234,795               7.00      14.00         66,295
</TABLE>
<TABLE>

                                                            Three Months Ended             Nine Months Ended
<S>                                                            <C>            <C>             <C>            <C>
Weighted average number                                  Sept. 30,      Sept. 30,       Sept. 30,      Sept. 30,
   of shares outstanding                                  2002             2001            2002          2002
Basic                                                   3,592,048        3,618,455     3,589,520     3,647,401
                                                      ------------     -----------    ------------   -----------

Effect of dilutive securities: Options                   291,786          335,222        300,536        336,667
Diluted                                               3,883,834        3,953,677      3,890,056      3,984,068

For additional disclosures regarding the employee stock options, see the 2001
Form 10-K.



</TABLE>

                                       8
<PAGE>
       Notes to Unaudited Condensed Consolidated Financial Statements
                                   (Continued)

Comprehensive Income

The Company's total comprehensive income, comprised of net income and foreign
currency translation adjustments, for the three and nine months ended September
30, 2002 and 2001 was as follows:
<TABLE>
                                                            Three Months Ended             Nine Months Ended
<S>                                                            <C>            <C>             <C>            <C>
                                                         Sept. 30,      Sept. 30,       Sept. 30,      Sept. 30,
                                                           2002            2001           2002           2001
                                                     --------------    -----------   ------------    -----------   -

Net income                                             $     2,942      $1,036,499     $1,352,762     $1,955,487
Other comprehensive (loss) income
  - foreign currency transaction adjustments              (103,220)        284,307        542,914       (206,747)
                                                         ---------    ------------   ------------   ------------
       Total comprehensive (loss) income                 $(100,278)     $1,320,806    $1,895,676     $1,748,740
                                                         =========      ==========    ==========     ==========
</TABLE>

Segment Reporting

The following sets forth the revenue and income before income taxes for each of
the Company's business segments for the three months ended September 30, 2002
and 2001:

<TABLE>

                                                      Three Months Ended                 Nine Months Ended
<S>                                                      <C>              <C>              <C>              <C>
                                                   Sept. 30,        Sept. 30,        Sept. 30,        Sept. 30,
                                                       2002           2001              2002            2001
                                                 --------------  --------------    --------------  ------------

Revenue (including inter-segment)
    Materials                                      $ 9,843,523       $10,016,157      $28,660,436    $32,429,957
    Construction                                     3,519,849         5,279,656       11,978,142     10,832,895
    Elimination of inter-segment                       (94,998)         (623,183)        (485,738)      (787,706)
                                                --------------     -------------    -------------  -------------

       Total revenue                                13,268,374        14,672,630       40,152,840     42,475,146
                                                   -----------       -----------      -----------    -----------

Operating (loss) income
     Materials                                        (196,000)         (283,000)      (1,233,000)       283,000
     Construction                                     (542,000)          931,000         (291,000)       878,000
     Unallocated corporate overhead                   (216,734)         (462,735)        (716,157)    (1,102,951)
                                                 -------------      ------------     ------------    -----------

        Total operating (loss) income                 (954,734)          185,265       (2,240,157)        58,049

Other income, net                                    1,012,852           810,412        4,009,579      1,970,787
                                                  ------------     -------------     ------------   ------------

Income before income taxes                       $      58,118      $    995,677      $ 1,769,422    $ 2,028,836
                                                 =============      ============      ===========    ===========
</TABLE>

                                        9

<PAGE>


         Notes to Unaudited Condensed Consolidated Financial Statements
                                   (Continued)
New Accounting Standards

SFAS No. 143 requires that entities record as a liability obligations associated
with the retirement of a tangible long-lived asset when such obligations are
incurred, and capitalize the cost by increasing the carrying amount of the
related long-lived asset. SFAS No. 143 is effective for fiscal years beginning
after September 15, 2002. The Company does not expect a material impact from the
adoption of SFAS No. 143 on its financial position and results of operation.

     In April 2002, the FASB issued Statement of Financial  Accounting Standards
No. 145, "Rescission of FASB Statements  No.4,  44 and 64,  Amendment to FASB
Statement No. 13, and Technical Corrections"  ("SFAS 145"). SFAS 145 rescinds
SFAS No. 4, "Reporting Gains and Losses from  Extinguishments of Debt," SFAS No.
44, "Accounting for Intangible Assets of Motor  Carriers"  and  SFAS  No.64,
"Extinguishments of Debt Made to  Satisfy  Sinking-Fund  Requirements" and
amends SFAS No.13, "Accounting for Leases." This statement  updates,  clarifies
and simplifies  existing  accounting  pronouncements.  SFAS 145 is effective for
transactions occurring after May 15, 2002. The adoption of SFAS 145 did not have
an impact on the Company's financial position and results of operation.

In July 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS
146"). SFAS 146 will be effective for the Company for disposal activities
initiated after December 31, 2002. The Company does not expect a material impact
from the adoption of SFAS 146 on its financial position and results of
operation.

Environmental Matters

The Company is involved, on a continuing basis, in monitoring its compliance
with environmental laws and in making capital and operating improvements
necessary to comply with existing and anticipated environmental requirements.
While it is impossible to predict with certainty, management currently does not
foresee such expenses in the future as having a material effect on the Company's
business, results of operations, or financial condition.

Antigua Tax Assessment

During the fourth quarter of 2001, the Company's three subsidiaries in Antigua
were assessed $6.1 million in income and withholding taxes for the years 1995
through 1999. The Company is appealing the assessments in the appropriate
venues. The Company believes that if any tax is accrued in the future, it will
not have an immediate cash flow effect on the Company, but will result in an
offset between tax owed and the approximately $30 million receivable from the
Government of Antigua. It is too early to predict the final outcome of the
appeals process or to estimate the ultimate amount of loss, if any, to the
Company. Based on the advice from local Antiguan tax consultants and local
Antiguan counsel, management believes the Company's defenses to be meritorious
and does not believe that the ultimate outcome will have a material adverse
effect on the consolidated financial position or results of operations of the
Company.

                                        10
<PAGE>


         Notes to Unaudited Condensed Consolidated Financial Statements
                                   (Continued)

Contingent Liabilities

During the second quarter 2002, the Company issued a construction contract
performance guarantee together with one of the Company's customers, Northshore
Partners, Inc., ("Northshore") in favor of Estate Plessen Associates L.P. and
JPMorgan Chase Bank, for $5.1 million. In the case that Northshore is unable to
fulfill its commitments of the construction contract, the Company will have to
take Northshore's place and finish the contract. The Company is closely
monitoring the progress of construction. The Company issued a letter of credit
for $500,000 as collateral for the transaction. The construction project is
estimated to be finished within two years and the guarantee expires two years
after completion. The Company received an up front fee of $154,000, which will
be recognized over the life of the project and is entitled to an additional
$52,000 fee at the end of the project.

Details regarding the Company's other contingent liabilities are described fully
in the Company's 2001 Form 10-K. During 2002, there have been no material
changes to the Company's contingent liabilities, except for the above-mentioned
Northshore contract and Antigua tax assessment.


Item 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations

The following discussion should be read in conjunction with the accompanying
unaudited condensed consolidated financial statements, as well as the financial
statements and related notes included in the Company's 2001 Form 10-K.

Introduction

Dollar amounts of $1.0 million or more are rounded to the nearest one tenth of a
million; all other dollar amounts are rounded to the nearest one thousand and
all percentages are stated to the nearest one tenth of one percent.

This Form 10-Q contains certain "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which represent the Company's expectations and beliefs. These statements
involve risks and uncertainties that are beyond the Company's control, and
actual results may differ materially depending on many factors, including,
without limitation, the financial condition of our customers, changes in
domestic and foreign economic and political conditions, demand for our services,
changes in our competitive environment, changes in infrastructure requirements,
changes in available financing and/or cash flow, fixed price contract risks,
bidding errors, unanticipated increase in costs, penalty clauses, United States
currency fluctuations versus other currencies, foreign nations' exchange
controls, restrictions on withdrawal of foreign investments and terrorist acts
that directly or indirectly could affect our business.

                                11
<Page>


The Company cautions that the factors described above could cause actual results
or outcomes to differ materially from those expressed in any forward-looking
statements of the Company made by or on behalf of the Company. Any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for
management to predict all of such factors or the effect that any such factor may
have on the Company's business.

Critical Accounting Policies and Estimates

The Company has identified significant accounting policies that, as a result of
the judgments, uncertainties, uniqueness and complexities of the underlying
accounting standards and operations involved could result in material changes to
its financial condition or results of operations under different conditions or
using different assumptions. The Company believes its most significant
accounting policies are related to the following areas: estimations of cost to
complete construction contracts, allowance for credit losses, loss reserves for
inventories, accruals for deferred compensation agreements, Antiguan tax
assessment evaluation, tax on un-repatriated earnings, valuation of the Antigua
and Barbuda Government notes and the valuation allowance of deferred taxes.
Details regarding the Company's use of these policies and the related estimates
are described fully in the Company's 2001 Form 10-K. During 2002, there have
been no material changes to the Company's significant accounting policies that
impacted the Company's financial condition or results of operations.

Comparison  of Three  Months  Ended  September  30, 2002 with Three Months Ended
September 30, 2001

Revenue

The Company's revenue during the third quarter of 2002 was $13.3 million as
compared to $14.7 million during the same period in 2001. This 9.6 percent
decrease was primarily due to a decrease of $1.8 million in construction
revenue, partially offset by an increase in materials revenue of $346,000.

The Company's materials division revenue increased 3.7 percent to $9.8 million
during the third quarter of 2002 as compared to $9.4 million for the same period
in 2001, due to a small increase in concrete and block sales. We believe that
the last quarter will show a slowdown in sales due to the holidays the last two
weeks of the year.

Revenue from the Company's construction division decreased 33.3 percent to $3.5
million during the third quarter of 2002 as compared to $5.3 million for the
same period in 2001. This decrease is mainly due to contracts that were
completed during the quarter in West End, Bahamas and St. Croix, as well as the
dredge's being idle during the third quarter in 2002. The Company's backlog of
unfilled portions of land development contracts at September 30, 2002 was $5.5
million, involving 5 contracts. The backlog of two contracts for a project in
the Bahamas
                                12
<PAGE>

amounted to $3.4 million. A Company subsidiary, the President, and a director of
the Company are minority  partners of the entity  developing  this project.  The
Company  expects that most of these contracts will be completed in the next nine
months. The Company is actively bidding and negotiating  additional  projects in
other areas of the Caribbean.  The Company cannot  currently  determine  whether
demand for this division's  services will increase,  decrease or remain the same
throughout 2002.

Cost of Materials

Cost of materials as a percentage of materials revenue remained the same at 78.9
percent during the third quarter of 2002 compared to the same period in 2001.
This was the result of a decrease in margin in St. Martin, offset by improved
margin in Antigua.

Cost of Construction

Cost of construction as a percentage of construction revenue increased to 101.5
percent during the third quarter of 2002 from 74.4 percent during the same
period in 2001. This increase is primarily attributable to the dredging
equipment's being idle during the quarter, decreased margin on contracts in the
Bahamas and losses for the quarter on specific contracts in the Bahamas and St.
Croix, and also to the varying profitability levels of individual contracts and
the stage of completion of such contracts.


Operating Expenses

Selling, general and administrative expense ("SG&A expense") decreased by 6.0
percent to $3.0 million for the third quarter of 2002 from $3.1 million for the
same period in 2001. The decrease in SG&A expense was primarily due to the
Company incurring costs for extension of employee stock options in 2001. The
Company experienced other immaterial increases and decreases that effectively
offset each other. As a percentage of revenue, SG&A expense increased to 22.3
percent during the third quarter as compared to 21.4 percent for the same period
last year. This increase is due to a reduction of revenue. SG&A expense was not
reduced pro rata.

Operating (Loss) Income

The Company had an operating loss of $955,000 for the third quarter of 2002,
compared to operating income of $185,000 for the same period in 2001. The
Company's materials division operating loss was $196,000 during the third
quarter of 2002 compared to $283,000 during the same period in 2001. This
decrease in operating loss is primarily attributable to improved results in
Antigua and St. Croix, offset to a lesser extent by decreased results on St.
Martin. The Company foresees poor fourth quarter results for the materials
division, due to holiday shutdowns and flat demand for our products.

The Company's construction division had an operating loss of $542,000 during the
third quarter of 2002 compared to operating income of $931,000 during the same
period in 2001. This decrease was attributable to decreased margins on contracts
in the Bahamas and St. Croix, idle dredge equipment, varying profitability
levels of individual contracts, and the stage of

                                       13
<Page>


completion of such contracts.  The Company  foresees poor fourth quarter results
due to a low backlog for the division. The Company is in the bidding process for
various earthwork and golf course projects, which results should become known in
the fourth  quarter.  These  contracts,  if successful in the bidding,  will not
commence until 2003.

Other Income (Deductions)

Gain on sale of equipment and property was $36,000 compared to $37,000 for the
same period in 2001. Interest expense decreased to $75,000 from $110,000 for the
same period in 2001, primarily due to decreased outstanding debt. Interest and
other income increased in the third quarter of 2002 to $1.1 million compared to
$886,000 for the same period in 2001, primarily due to an increase in the
interest recognized on the note receivable from the Government of Antigua, and,
to a lesser extent, to interest income from financed construction projects.

Income Taxes

The company operates in various tax jurisdictions with various tax rates, and,
depending on where profits or losses are recognized during the period, the
effective tax rate will vary. In certain jurisdictions certain income is not
taxable, and in certain jurisdictions, the Company enjoys certain tax
exemptions. The effective tax rate for the third quarter of 2002 was 94.9
percent as compared to a tax benefit of 4.1 percent for the same period in 2001.

Net Income

The Company had net income of $3,000 during the third quarter of 2002 as
compared to $1.0 million during the same period in 2001.

Comparison  of Nine Months  Ended  September  30,  2002 with Nine  Months  Ended
September 30, 2001

Revenue

The Company's revenue during the first nine months of 2002 was $40.2 million as
compared to $42.5 million during the same period in 2001. This 5.5 percent
decrease was primarily due to a decrease in materials revenue of $3.5 million,
partially offset by an increase of $1.2 million in construction revenue.

The Company's materials division revenue decreased 11.1 percent to $28.2 million
during the first nine months of 2002, as compared to $31.7 million for the same
period in 2001. This decrease was due primarily to a decrease of $1.2 million
both in aggregate and concrete sales, and decreased sales of cement as a result
of the termination of the Company's cement distribution agreement with Union
Maritima Internacional, S.A. ("UMAR") on March 1, 2001. The reduction of
concrete sales of 11.3% is primarily due to the completion of a large
construction project in St. Croix and reduced volumes in St. Martin, offset to a
lesser extent by improved volumes in Antigua. The 8.4% reduction of aggregate
sales was primarily due to slowdown of the economy in Puerto Rico. The Company
believes that the events of September

                                        14
<Page>

11,  2001  resulted  in reduced  tourism  and a  corresponding  slowdown  in the
economies on the islands on which the Company operates.  These market conditions
have  resulted  in a decrease  in  materials  sales on the  islands on which the
Company operates, except for Antigua.

Revenue from the Company's construction division increased 11.1 percent to $11.9
million  during the first nine months of 2002 as  compared to $10.7  million for
the same period in 2001.  This increase is mainly due to continued  work on five
contracts in the Bahamas,  two of which are further described below, offset to a
lesser  extent by the dredge's  being idle for most of this year.  The Company's
backlog of unfilled portions of land development contracts at September 30, 2002
was $5.5  million,  involving 5 contracts.  The backlog of two  contracts  for a
project in the  Bahamas  amounted to $3.4  million.  A Company  subsidiary,  the
President,  and a director of the Company  are  minority  partners of the entity
developing  this project.  The Company expects that most of these contracts will
be  completed  in the next nine  months.  The  Company is  actively  bidding and
negotiating  additional projects in the Caribbean.  The Company cannot currently
determine whether demand for this division's services will increase, decrease or
remain the same throughout 2002.

Cost of Materials

Cost of materials as a percentage of materials revenue increased to 81.9 percent
during the first nine months of 2002 from 80.5 percent for the same period in
2001. This increase was primarily the result of a decrease in revenue, which
resulted in fixed costs of sales weighing heavier on the margins for the
division, and reduced margins in St. Martin.

Cost of Construction

Cost of construction as a percentage of construction revenue increased to 89.6
percent during the first nine months of 2002 from 81.6 percent during the same
period in 2001. This increase is primarily attributable to the marine division's
having profitable work in 2001 and being idle in 2002, and also to the varying
profitability levels of individual contracts and the stage of completion of such
contracts.

Operating Expenses

Selling, general and administrative expense ("SG&A expense") increased by 6.1
percent to $8.6 million for the first nine months of 2002 compared to $8.1
million for the same period in 2001. The increase in SG&A expense was primarily
due to severance expense, losses on foreign exchange and increases in
professional fees. As a percentage of revenue, SG&A expense increased to 21.4
percent during the first nine months as compared to 19.1 percent for the same
period last year.

Operating (Loss) Income

The Company had an operating loss of $2.2 million for the first nine months of
2002 compared to operating income of $58,000 for the same period in 2001. The
Company's materials division operating loss was $1.2 million during the first
nine months of 2002 compared to income of

                                        15
<Page>

$283,000  during the same period in 2001.  This  increase in  operating  loss is
primarily attributable to decreased volumes on all islands,  except Antigua, and
to increased SG&A expense.  In particular,  the Company has had a  deteriorating
result in St. Martin. The Company is currently  reviewing its options to reverse
the negative trend on St. Martin,  and has laid off personnel in that operation,
the corresponding reduction of expense will first be seen in the fourth quarter.

The Company's construction division had an operating loss of $291,000 during the
first nine months of 2002 compared to income of $878,000 during the same period
in 2001. This decrease was attributable to the marine division's having
profitable work in 2001 and being idle in 2002.

Other Income (Deductions)

Gain on sale of equipment and property was $144,000, compared to $18,000 for the
same period last year. At the time of the sale of the operations in Dominica in
2000, the Company entered into a profit and loss participation agreement that
expired on March 31, 2002. During this time the gain on the sale of the
operations was deferred. At March 31, 2002, the Company recognized a gain on
sale of business of $1.0 million. Interest expense decreased to $227,000 from
$324,000 for the same period in 2001, primarily due to decreased outstanding
debt. Interest and other income increased in the first nine months of 2002 to
$3.0 million, compared to $2.2 million for the same period in 2001, primarily
due to an increase in the interest recognized on the note receivable from the
Government of Antigua, and, to a lesser extent, to interest income from financed
construction projects.

Income Taxes

The Company operates in various tax jurisdictions with various tax rates, and
depending on where profits or losses are recognized during the period, the
effective tax rate will vary. In certain jurisdictions certain income is not
taxable, and in certain jurisdictions, the Company enjoys certain tax
exemptions. The effective tax rate for the first nine months of 2002 was 23.5
percent as compared to 3.6 percent for the same period in 2001.

Net Income

The Company had net income of $1.4 million for the first nine months of 2002 as
compared to $2.0 million for the same period in 2001.

Liquidity and Capital Resources

The Company generally funds its working capital needs from operations and bank
borrowings. In the land development construction business, the Company must
expend considerable funds for equipment, labor and supplies to meet the needs of
particular projects. The Company's capital needs are greatest at the start of
any new contract, since the Company generally must complete 45 to 60 days of
work before receiving the first progress payment. As a project continues, a
portion of the progress billing is usually withheld as retainage until all work
is complete, further increasing the need for capital. During the third quarter
of 2002, the Company provided long-term financing in the amount of $455,000 to
certain customers who utilized its land development

                                        16
<Page>

construction  services and  purchased  materials.  The Company has also provided
financing for other  business  ventures  from time to time.  With respect to the
Company's materials division,  accounts receivable are typically outstanding for
a minimum of 60 days and in some cases much longer.

The nature of the Company's business requires a continuing investment in plant
and equipment, along with the related maintenance and upkeep costs of such
equipment. These purchases of equipment should result in cash expenditures of
approximately $3.0 million during 2002. The Company has, since the beginning of
2000, funded most of these expenditures out of its current working capital.
Management believes the cash flow from operations, existing working capital, and
funds available from lines of credit will be adequate to meet the company's
needs during the next 12 months. Historically, the Company has used a number of
lenders to finance a portion of its machinery and equipment purchases, however,
since 2001 there are no outstanding amounts owed to these lenders. Management
believes it has significant collateral and financial stability to be able to
obtain significant financing, should it be required.

As of September 30, 2002, the Company's liquidity and capital resources included
cash and cash equivalents of $9.6 million and working capital of $19.7 million.
As of September 30, 2002, total outstanding liabilities were $13.0 million. As
of September 30, 2002, the Company had available lines of credit totaling
$612,000.

Cash flows provided by operating activities for the nine months ended September
30, 2002 were $3.2 million compared to $2.8 million for the same period in 2001.
The primary use of cash for operating activities during the nine months ended
September 30, 2002 was an increase in costs and estimated earnings in excess of
billings of $2.3 million, and an increase in inventory of $541,000, offset to a
lesser extent by a decrease in receivables of $2.1 million and an increase in
deferred gain and other liabilities.

Net cash used in investing activities was $872,000 in the first nine months of
2002. Purchases of property, plant and equipment were $2.3 million. The Company
issued new notes receivable for $257,000 and receipts on notes receivable were
$1.4 million. Net cash used in financing activities was $651,000 for the first
nine months of 2002, consisting primarily of principal payments of debt and
purchase of treasury stock, offset to a lesser extent by proceeds from a line of
credit.

The Company's accounts receivable has an average of 45 days of sales outstanding
as of September 30, 2002. This is an improvement from 78 days at the end of
December 2001. The Company's materials segment improved to 50 days as compared
to 61 days at the end of this quarter, mainly due to the payment from one larger
customer in Antigua. The construction segment has improved substantially to 32
days as compared to 113 days at the end of last year. The improvement was due to
large cash receipts from the venture in the Bahamas in the beginning of the
year. The Company does not consider notes receivable in this calculation.

The Company entered into a new unsecured credit line of $1.0 million in May 2001
with a bank in Florida. The bank can demand repayment of the loan and
cancellation of the overdraft facility, if certain financial or other covenants
are in default. The Company is in compliance with the

                                        17
<Page>

covenants  as of September  30,  2002.  There was an  outstanding  balance of
$538,000 as of September 30, 2002. The interest rate on indebtedness outstanding
under the credit line is at a rate variable with Libor.

The Company has borrowed approximately $2.1 million from the Company President.
The note is unsecured and bears interest at the prime rate. Two hundred ninety
thousand is due on demand, and $1.8 million is due on January 1, 2004. The
President has the option of making the note due on demand should a "Change of
Control" occur. A Change of Control has occurred if a person or group acquires
15.0 percent or more of the common stock or announces a tender offer, the
consummation of which would result in ownership by a person or group of 15.0
percent or more of the common stock.

The Company entered into an agreement with the Company President in September
2000, whereby Mr. Smith shall receive a retirement benefit. The accrued
liability as of September 30, 2002 was $1.1 million, and the Company estimates
to accrue an additional $246,000 through March 2003. The Company estimates that
the total accrual will then be sufficient to cover its obligations under the
aforementioned agreement.

Receivables at September 30, 2002 include a net balance of $7.2 million,
consisting of promissory notes due from the Government of Antigua and Barbuda,
substantially all of which is classified as a long-term receivable. The gross
balance of the notes is $30.2 million. The notes were restructured on April 28,
2000 and call for both quarterly and monthly principal and interest payments
until maturity in 2015. The notes are paid from agreed upon sources, which
consist of lease proceeds from the rental of a United States military base, fuel
tax revenue, proceeds from a real estate venture and other sources. Receipts
recorded for the nine months ended September 30, 2002 were $2.8 million.

During the second quarter of 2002, the Company issued a construction contract
performance guarantee together with one of the Company's customers for $5.1
million. The Company issued a letter of credit for $500,000 as collateral for
the transaction. The construction project is estimated to be finished within two
years and the guarantee expires two years after completion.

Repurchase of Company Shares

On August 9, 2002 the Board of Directors ("Board") approved a plan for the
Company to purchase Company shares in the open market for up to $3.0 million.
The timing of share repurchases, the actual number of shares purchased and the
price to be paid will depend upon the availability of shares, the prevailing
market prices and other considerations which may in the opinion of the Board or
management affect the advisability of purchasing Devcon shares. The Company
repurchased 59,000 shares through September 30, 2002 at an average price of
$6.47. As of September 30, 2002 the Company had 158,100 shares of treasury stock
as compared to 154,700 as of December 31, 2001.



                                        18
<PAGE>


Related Party Transactions

The Company has certain transactions with some of the Directors or employees.
Details regarding the Company's transaction with related parties are described
fully in the Company's 2001 Form 10-K. During the third quarter of 2002, the
Company purchased 4,200 shares of Company stock from an officer at the
prevailing market rate. There have been no other material changes to the
Company's related party transactions.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to financial market risks due primarily to changes in
interest rates, which it manages primarily by managing the maturities of its
financial instruments. The Company does not use derivatives to alter the
interest characteristics of its financial instruments. Management does not
believe a change in interest rate will materially affect the Company's financial
position or results of operations.

The Company has significant operations overseas. Generally, all significant
activities of the overseas affiliates are recorded in their functional currency,
which is generally the currency of the country of domicile of the affiliate. The
foreign functional currencies that the Company deals with are Netherlands
Antilles Guilders, Eastern Caribbean Units and Euros. The first two are pegged
to the U.S. dollar and have remained fixed for many years. Management does not
believe a change in the Euro exchange rate will materially affect the Company's
financial position or result of operations. The French operations are
approximately 10% of the Company's total operations.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and participation of the Company's Chief
Executive Officer and Chief Financial Officer (the "Officers") of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon that
evaluation, the Officers concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included the in the Company's periodic
SEC filings, including this report.

Internal Controls

There were no significant changes made in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

                                        19
<PAGE>


PART II.  OTHER INFORMATION

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

Item 1.       Legal Proceedings

              The Company is from time to time involved in routine litigation
              arising in the ordinary course of its business, primarily related
              to its construction activities.

              The Company is subject to certain Federal, state and local
              environmental laws and regulations. Management believes that the
              Company is in compliance with all such laws and regulations.
              Compliance with environmental protection laws has not had a
              material adverse impact on the Company's consolidated financial
              condition, results of operations or cash flows in the past and is
              not expected to have a material adverse impact in the foreseeable
              future.

Item 2.       Changes in Securities and Use of Proceeds

              None

Item 3.       Defaults Upon Senior Securities

              None

Item 4.       Submission of Matter to a Vote of Security Holders

              None

Item 5.       Other Information

              None

Item 6.       Exhibits and Reports on Form 8-K

              (a) Exhibits:

                  Exhibit  99.1  Certification  Pursuant  to 18 U.S.C.  Section
                  1350,  as Adopted Pursuant to Section 906 of the Sarbanes-
                  Oxley Act of 2002

                  Exhibit  99.2 Certification  Pursuant to 18 U.S.C.  Section
                  1350, as Adopted  Pursuant to Section 906 of the Sarbanes-
                  Oxley Act of 2002

             (b)  Reports on Form 8-K:

                  None

                                        20

<PAGE>




                                   SIGNATURES

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



Date:    November 12, 2002                        /S/ JAN A. NORELID
                                                     -------------------
                                                    Jan A. Norelid
                                                   Vice President - Finance

                                        21
<PAGE>


                                 CERTIFICATIONS

I, Donald L. Smith, Jr. certify that:

1.       I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  Devcon
         International Corp.

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report.

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared.

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the Evaluation
                  Date).

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation of the Evaluation Date.

5.       The registrants other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrants auditors and the
         audit committee of registrants Board of Directors (or persons
         performing the equivalent function):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the registrants
                  ability to record, process, summarize and report financial
                  data and have identified for the registrants auditors any
                  material weaknesses in internal controls.

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrants internal controls.

6.       The registrants other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


  Date:  November 12, 2002            /s/ Donald L. Smith, Jr.
                                      Donald L. Smith, Jr.
                                     President and Chairman of the Board



                                       22


<PAGE>


                                CERTIFICATIONS

I, Jan A. Norelid, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of
         Devcon International Corp.

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report.

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared.

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the Evaluation
                  Date).

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation of the Evaluation Date.

5.       The registrants other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrants auditors and the
         audit committee of registrants Board of Directors (or persons
         performing the equivalent function):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the registrants
                  ability to record, process, summarize and report financial
                  data and have identified for the registrants auditors any
                  material weaknesses in internal controls.

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrants internal controls.

6.       The registrants other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


  Date:  November 12, 2002                    /s/ Jan A. Norelid
                                             Jan A. Norelid
                                            Chief Financial Officer

                                        23
<PAGE>







                               EXHIBIT INDEX





Exhibit No.       Exhibit Description

99.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.



<PAGE>


                                Exhibit 99.1

                        CERTIFICATION   PURSUANT  TO
                           U.S.C.  SECTION  1350,
                SECTION  906  OF  THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Devcon International Corp. (the
"Company") on Form 10-Q for the period ending September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, Jan
A. Norelid, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1)      The report fully complies with the requirements of section 13
                        (a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Company.



Date:    November 12, 2002                          /s/ Jan A. Norelid
                                                        Jan A. Norelid
                                                        Chief Financial Officer


<PAGE>


                                  Exhibit 99.2

                            CERTIFICATION PURSUANT TO
                               U.S.C. SECTION 1350,
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Devcon International Corp. (the
"Company") on Form 10-Q for the period ending September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Donald L. Smith, Jr., Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

         (1)      The report fully complies with the requirements of section 13
                        (a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Company.



Date:    November 12, 2002                       /s/ Donald L. Smith, Jr.
                                                     Donald L. Smith, Jr.
                                                    Chief Executive Officer