SECURITIES ANDEXCHANGE COMMISSIONWashington, D.C. 20549 

FORM 10-K/AAmendment No. 2 

(Mark One) 

**       X      ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES                 EXCHANGE ACT OF 1934**

For the fiscal yearended December 31, 2003 

OR 

**                TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES                 EXCHANGE ACT OF 1934**

**      Forthe transition period from ____________ to ____________**

Commission file number0-7152 

DEVCON INTERNATIONALCORP. 

(Exact name ofregistrant as specified in its charter) 

**    FLORIDA                                                         59-0671992** (State or other jurisdiction                                     (I.R.S. Employer        ofincorporation or organization)                                     Identification No.)            1350 E. Newport CenterDrive, Suite 201.Deerfield Beach,Florida 33442 
(Address of principalexecutive offices) 

Registrant’stelephone number: (954) 429-1500 

_________________ 

Title of each classon which registered
Securities registeredpursuant to Section 12(b) of the Act: 
NONE 
Securities registered pursuantto Section 12(g) of the Act: 
Common Stock, $0.10 parvalue 

        Indicateby check mark whether the registrant (1) has filed all reports required to be filed bySection 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 

        Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K.       X

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes       No     X 
        Theaggregate market value of the Common Stock held by non-affiliates of Devcon InternationalCorp. as of June 30, 2003 was approximately $5.9 million, based on the closing price onthat date of $6.41. In this calculation all executive officers, directors and 5 percentbeneficial owners of Devcon International Corp. are considered to be affiliates. This isnot an admission that such executive officers, directors or 5 percent beneficial ownersare, in fact, affiliates of the registrant. 

        Asof April 23, 2004, the number of outstanding shares of Common Stock of the registrantwas 3,460,048. 
DOCUMENTS INCORPORATEDBY REFERENCE None Explanatory Note 
        ThisAmendment No. 2 to the Form 10-K for the fiscal year ended December 31, 2003 ofDevcon International Corp. (the “Company”) is being filed solely to amend andrestate the signature page attached thereto. 
Signatures 
        Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized. 

February 28, 2004                               Devcon International Corp.
BY:/S/DONALD L. SMITH, JR. Donald L. Smith, Jr.