UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549

                           FORM 10-K/A

                         Amendment No. 2

[X]  For the fiscal year ended December 31, 1995

                               OR

[ ]  For the transition period from            to            

Commission file number 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 Dr. Suite 201,             33442
     Deerfield Beach, FL                     (Zip Code)
 (Address of principal executive offices)

                         (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 March 25, 1996, the number of shares of the registrant's
Common Stock outstanding was 4,464,510.  The aggregate market value
of the Common Stock held by nonaffiliates of the registrant as of
March 25, 1996 was approximately $17,624,162, based on a closing
price of $9.13 for the Common Stock as reported on the NASDAQ
National Market System on such date.  For purposes of the foregoing
computation, all executive officers, directors and 5 percent
beneficial owners of the registrant are deemed to be affiliates. 
Such determination should not be deemed to be an admission that
such executive officers, directors or 5 percent beneficial owners
are, in fact, affiliates of the registrant.

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.  [  X ]




















































Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

All 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.

Results of Operations

General

The following tables set forth, for the periods indicated, certain
financial information.

[CAPTION]

<TABLE>

          <S>                               <C>

                                  Year Ended December 31,
                         1995 vs. 1994        1994 vs. 1993

Percentage Increase
 (Decrease) in
 Revenues*:
Concrete and related
  products                  (4.1)%                  2.7%
Contracting                (30.0)                   35.5
Other                      (20.2)                    N/A


</TABLE>


[CAPTION]

<TABLE>

     <S>                                    <C>
                                  Year Ended December 31,
                           1995         1994        1993

Percentage of Concrete
  and Related
  Products Revenues*:
Concrete and related
  products gross profit    22.9%        25.8%      16.9%
Concrete and related
  products operating income 3.3          7.2        (.8)

Percentage of Contracting
  Revenues*:
Contracting gross profit   12.2%        16.1%     (16.4)%
Contracting operating
  income                   (3.5)         7.6      (41.1)

Percentage of Total
  Revenues*:
Selling, general and
  administrative expense   19.6%        15.2%      21.4%
Operating income             .5          6.9      (14.6)


</TABLE>


*    Information is presented net of intersegment sales and before
     discontinued operations.  See Note 12 of Notes to Consolidated
     Financial Statements. See Summary of Significant Accounting
     Policies in Notes to Consolidated Financial Statements.


Comparison of Year Ended December 31, 1995 with Year Ended
December 31, 1994

Revenues

The Company's revenues in 1995 were $56.2 million as compared to
$65.2 million in 1994.  This 13.9 percent decrease was primarily
due to decreases in the Company's land development contracting
revenues, and to a lesser extent decreases in concrete and related
products division revenues.

The Company's concrete and related products division revenues
decreased 4.1 percent to $37.7 million in 1995 from $39.3 million
in 1994.  This decrease was primarily due to decreased demand for
this division's products on two Caribbean Islands, offset by
increased demand on certain other islands.  Hurricanes Luis and
Marilyn, which struck the Caribbean in September 1995, disrupted
business operations significantly in the short term, however, sales
volumes in all locations except two have returned to or exceeded
pre-storm levels.

Revenues from the Company's land development contracting division
decreased by  30.0 percent to $16.1 million in 1995 from $22.9
million in 1994.  This decrease was primarily attributable to the
recognition of revenues in 1994 on several construction contracts
obtained during the latter part of 1993.  The Company's contracting
operations were not significantly affected by the hurricanes,
although it did acquire a number of hurricane-related repair and
rebuilding projects.  The Company needs to obtain additional new
contracts throughout 1996 in order to maintain the revenue levels
obtained in 1995.

Revenues from the Company's other operation (a marina in the U. S.
Virgin Islands) were $2.4 million in 1995 and $3.0 million in 1994.

This decline is primarily due to a decline in revenues resulting
from the disruption in business caused by the hurricane which
struck St. Thomas.

Cost of Concrete and Related Products

Cost of concrete and related products as a percentage of concrete
and related products revenues increased to 77.1 percent in 1995
from 74.2 percent in 1994.  This increase was primarily
attributable to changes in the mix of products sold and the decline
in revenues actually recognized.

Cost of Contracting

Cost of contracting as a percentage of land development contracting
revenues increased to 87.8 percent in 1995 from 83.9 percent in
1994.  This increase is attributable to the decline in revenues
actually recognized, contract losses recognized on several
contracts and the significant levels of cost involved in owning and
operating heavy construction equipment, some of which, because of
the Company's current level of construction volume, is not heavily
used.  In addition, the Company's gross margins are also affected
by the varying profitability levels of individual contracts and the
stage of completion of such contracts. 

Cost of Other

Cost of other as a percentage of other revenues decreased to 72.7
percent in 1995 from 80.5 percent in 1994.  This was due primarily
to the decrease in revenues recognized, offset by decreases in
costs actually incurred.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A expense")
increased by 10.7  percent to $11.0 million in 1995 from $9.9
million in 1994.  This increase was primarily attributable to the
opening of a new operation on St. Martin in 1995, and increases in
insurance and other operating costs, offset by decreases in cost
resulting from various personnel reductions. SG&A expense as a
percentage of revenue increased to 19.6 percent in 1995 from 15.2
percent in 1994.  This percentage increase was primarily
attributable to the decrease in revenues recognized and the
increase in expenses actually incurred.

Divisional Operating Income

Operating income decreased to $274,000 in 1995 from $4.5 million in
1994.  The Company's concrete and related products division
operating income decreased to $1.3 million in 1995 from $2.8
million in 1994. This decrease is primarily attributable to
decreases in sales revenues and increases in cost of sales.

The Company's land development contracting division operating
income decreased to a loss of $569,000 in 1995 from  income of $1.7
million in 1994.  This decrease is primarily attributable to
declines in contract revenues recognized and losses taken on
certain contracts.

The Company's other division operating income increased to $409,000
in 1995 from $321,000 in 1994.  The increase was due to lower than
expected costs and insurance recoveries.

Income Taxes

Income taxes increased to $145,000 in 1995 from $50,000 in 1994. 
The Company's tax rate varies depending on the level of the
Company's earnings in the various tax jurisdictions in which it
operates and the level of operating loss carryforwards and tax
exemptions available to the Company.

Net Earnings (Loss)

The Company's net loss was $2.7 million in 1995 as compared to
income of $2.1 million in 1994.  This net loss was primarily
attributable to losses recognized in the Company's land development
contracting division, declines in the concrete and related products
division profits and the writedown of the Company's investment in
its ceiling tile business.

Comparison of Year Ended December 31, 1994 with Year Ended
December 31, 1993

Revenues

The Company's revenues in 1994 were $65.2 million as compared to
$55.9 million in 1993.  This 16.8 percent increase was primarily
due to increases in the Company's land development contracting
revenues, other division revenues and, to a lesser extent,
increases in concrete and related products division revenues.

The Company's concrete and related products division revenues
increased 2.7 percent to $39.3 million in 1994 from $38.3 million
in 1993.  This increase was primarily due to increased demand for
this division's products on certain Caribbean Islands, which was
generated by a modest increase in the overall level of construction
activity in certain locations in which the Company operates its
business, offset by a decrease on one island.

Revenues from the Company's land development contracting division
increased by 35.5 percent to $22.9 million in 1994 from $16.9
million in 1993.  This increase was primarily attributable to the
recognition of revenues in 1994 on several construction contracts
obtained during the latter part of 1993.  The Company is currently
seeking new contract work in the Caribbean only.

Revenues from the Company's other operation (a marina in the U. S.
Virgin Islands) were $3.0 million in 1994 and $638,000 in 1993. 
The marina operation was only consolidated for the fourth quarter
of 1993.

Cost of Concrete and Related Products

Cost of concrete and related products as a percentage of concrete
and related products revenues decreased to 74.2 percent in 1994
from 83.1 percent in 1993.  This decrease was primarily
attributable to the mix of products sold, the locations in which
sales were made during the year and the slight increase in
revenues. During 1993, the Company also reduced, by $1.5 million,
the valuations of sand and parts inventories located at two island
operations and recorded additional depreciation expense on assets
which had been earlier removed from service and subsequently
returned to the fixed asset accounts.

Cost of Contracting

Cost of contracting as a percentage of land development contracting
revenues decreased to 83.9 percent in 1994 from 116.4 percent in
1993.  This decrease is attributable to the higher profit margins
obtained on several contracts, partially offset by the significant
levels of cost involved in owning and operating heavy construction
equipment, some of which, because of the Company's current level of
construction volume, is not heavily used.  In addition, the
Company's gross margins are also affected by the varying
profitability levels of individual contracts and the stage of
completion of such contracts. The Company believes it is entitled
to additional compensation on a Florida construction project and
will continue to pursue a claim of approximately $3.2 million
against the owner of the property.  While the Company believes it
has a meritorious claim, there is no assurance that the claim will
be settled on a basis favorable to the Company.  

Cost of Other

Cost of other as a percentage of other revenues decreased to 80.5
percent in 1994 from 82.9 percent in 1993.  This was due primarily
to the increase in revenues recognized, offset to some extent by
the increase in costs actually incurred.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A expense")
decreased by 17.1 percent to $9.9 million in 1994 from $12.0
million in 1993.  This decrease was primarily attributable to
reductions in insurance, professional fees and personnel costs
resulting from the phaseout of the United States construction
operations, offset by additional SG&A costs of the marina, which,
except for the fourth quarter, was not consolidated into the
Company's financial statements in 1993.  SG&A expense as a
percentage of revenue decreased to 15.2 percent in 1994 from 21.4
percent in 1993.  This percentage decrease was primarily
attributable to the increase in revenues recognized and the
decrease in expenses actually incurred.




Divisional Operating Income

Operating income increased to income of $4.5 million in 1994 from
a loss of $8.2 million in 1993.  The Company's concrete and related
products division operating income increased to $2.8 million in
1994 from a loss of $321,000 in 1993.  This increase is primarily
attributable to decreases in cost of sales and a slight increase in
revenues for this division.

The Company's land development contracting division operating
income increased to income of $1.7 million in 1994 from a loss of
$6.9 million in 1993.  This increase is primarily attributable to
profits recognized on new Caribbean construction contracts, the
losses taken in 1993 on two United States construction projects and
the elimination of a significant portion of the United States
contracting overhead.  

Interest Expense

Interest expense increased to $2.7 million in 1994 from $2.2
million in 1993.  This increase was primarily due to the
reconsolidation into the financial statements of the marina
operation and its related debt, along with increases in interest
rate levels during 1994.

Income Taxes

Income taxes decreased to $50,000 in 1994 from $108,000 in 1993. 
The Company's tax rate varies depending on the level of the
Company's earnings in the various tax jurisdictions in which it
operates, the level of operating loss carryforwards and tax
exemptions available to the Company.

Net Earnings (Loss)

The Company's net earnings increased to income of $2.1 million in
1994 from a net loss of $9.1 million in 1993.  This increase in net
earnings was primarily attributable to profits recognized in the
Company's land development contracting division, improvements in
the concrete and related products division profits and reductions
of selling, general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company generally funds its working capital needs from
operations and bank borrowings. In the land development contracting
business, the Company must expend considerable amounts of 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. In
addition, 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.  On occasion the Company
has provided long-term financing to certain customers who have
utilized its land development contracting services. The Company has
also provided financing for other business ventures from time to
time.  With respect to the Company's concrete and related products
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.

The Company has funded many of these expenditures out of its
current working capital.  However, notwithstanding the foregoing
and after factoring in the Company's obligations as set forth
below, management believes that the Company's cash flow from
operations, existing working capital (approximately $4.8 million at
December 31, 1995) and funds available from lines of credit will be
adequate to meet the Company's anticipated needs for operations
during the next twelve months.

At December 31, 1995, the Company had a revolving secured line of
credit in the amount of $2.0 million and three secured lines of
credit in the amount of $1.0 million, $400,000  and $400,000 from
commercial banks in South Florida and the Caribbean.  The Company
had $2.0 million of borrowings outstanding under the $2.0 million
line of credit, $517,000 of borrowings outstanding under the $1.0
million line of credit and $800,000 of borrowings outstanding under
the two $400,000 lines of credit. The $2.0 million line expires in
May 1996, the $1.0 million line expires in June 1996 and the two
$400,000 lines have no expiration date.  The interest rates on all
such indebtedness outstanding at December 31, 1995 was 9.3 percent.

The Company has a $500,000 unsecured overdraft facility from a
commercial bank in the Caribbean.  The facility expires on
September 30, 1996 and bears interest at 14.0 percent per annum. 
At December 31, 1995 the Company had borrowings of $512,000
outstanding under this line.

The Company has a $500,000 secured line of credit from a commercial
bank in the United States.  The line expires in October 1996 and
bears interest at the prime interest rate plus one half of one
percent.  At December 31, 1995, the Company had borrowings of
$170,000 outstanding under this line.

The Company has entered into three term loans with a Caribbean
bank, repayable in varying monthly installments through December
2001.  The interest rate on indebtedness outstanding at December
31, 1995 ranged from 9.0 percent to 10.3 percent and the Company
had $5.0 million of borrowings outstanding.  The loans are secured
by individual leasehold mortgages on a block manufacturing plant,
a cement distribution facility and a marina in the U.S. Virgin
Islands.  

In September 1993, the Company entered into a $4.0 million secured
term loan.  Borrowings outstanding bear interest at the prime
interest rate plus three fourths of one percent.  The interest rate
on indebtedness outstanding at December 31 1995 was 9.5 percent and
the Company has $2.0 million of borrowings outstanding.  This loan
is being repaid in quarterly installments which commenced in
November 1993 and all remaining unpaid amounts are due in full on
June 30, 1996.  The loan is secured by the Company's notes
receivable from the Government of Antigua and Barbuda.

The Company has borrowed $4.7 million from a Company officer.  One
note has an outstanding balance of $4.5 million, is unsecured,
bears interest at the prime interest rate and is due in full on
January 1, 1997.  The other note has a balance of $140,000, is
secured by equipment, bears interest at 8.0 percent per annum and
is due in monthly principal installments of $10,000, plus interest,
through February 1997.

The Company is seeking a commitment from a bank in the Caribbean
for a new $8.2 million credit facility which would be structured as
a seven year term loan of $7.2 million with a $1.0 million
revolving line of credit tied to the same facility. The bank
reacted favorably to the Company's proposal although there is no
assurance that the loan will be granted on terms acceptable to the
Company or even granted at all.  The loan proceeds of $7.2 million
would be used to repay and retire a $2.0 million revolving line of
credit which expires in May 1996, two term loans totalling $1.3
million, an equipment loan with a balance of $375,000, a term loan
with a balance of $2.0 million which is due in June 1996, a line of
credit with a balance of $517,000 which expires in June 1996,
another line of credit with a balance of $400,000 which expires in
May 1996 and various other notes amounting to approximately
$318,000.  The balance of $300,000 would be used to provide
additional working capital for the Company.  The loan would be
collateralized by various parcels of real property located in the
United States Virgin Islands.  If the new credit facility is not
obtained, the Company will seek alternative financing or extensions
of its existing facilities expiring in 1996.

   The Company turned its fiscal year-end accounts receivable
approximately 4.7 times in 1995, 4.5 times in 1994 and 3.9 times in
1993.  The improvement in the Company's accounts receivable
turnover ratio from 1993 to 1995 is due primarily to (i) a
reduction in contract retainage receivables as a result of a
gradual decline in the number of pending construction contracts
held by the Company and (ii) improvements in the Company's
collection process.  The increase in the Company's accounts
receivable turnover ratio has had only a modest effect on the
Company's liquidity as the additional cash generated has been used
for debt repayment and capital expenditures.    


The Company purchases equipment from time to time as needed for its
ongoing business operations.  At present, management believes that
the Company's inventory of equipment is adequate for its current
contractual commitments and operating activities, however, the
acquisition of significant new construction contracts, depending on
the nature of the contract, the job location and job duration, may
require the Company to make significant investments in heavy
construction equipment. During 1995, the Company sold equipment
with an original cost basis of approximately $2.4 million and net
book value of $534,000.  

Accordingly, except for the circumstances previously discussed, and
normal equipment replacements and additions, management does not
anticipate having to make a substantial investment in new equipment
during the current year.  The Company believes it has available or
can obtain sufficient financing for all of its contemplated
equipment replacements and additions.   Historically, the Company
has used a number of lenders to finance machinery and equipment
purchases, including its ocean going bulk cement vessel, on an
individual asset basis.  At December 31, 1995 amounts outstanding
to these lenders totalled $7.1 million.  These loans are typically
repaid over a three to six year term in monthly principal and
interest installments.

The Company is in violation of certain loan covenants in several of
its loan agreements with two lenders.  One of its lenders has
provided the Company a waiver of the violations and the Company
believes it can obtain a waiver from the other lender.

A significant portion of the Company's outstanding debt bears
interest at variable rates. The Company could be negatively
impacted by a substantial increase in interest rates.

The Company has contingent obligations and has made certain
guarantees in connection with acquisitions, its participation in
certain joint ventures, certain employee and construction bonding
matters and its receipt of a tax exemption.  As part of the 1995
acquisition of Societe des Carrieres de Grand Case (SCGC), a French
company operating a ready-mix concrete plant and quarry in St.
Martin, the Company agreed to pay the quarry owners (who were also
the owners of SCGC), a royalty payment of $550,000 per year through
August 2000, which at the Company's option, may be renewed for two
successive five year periods and requires annual payments of
$550,000 per year.  At the end of the fifteen year royalty period,
the Company has the option to purchase a fifty hectare parcel of
property for $4,400,000.  In connection with the 1990 St. Maarten
acquisition, the Company agreed to pay the seller annually an
amount per unit of certain concrete and stone products sold by the
Company in St. Maarten from April 1, 1990 to March 31, 1998, but in
no event less than $500,000 per year.  The Company has certain
offsets available against this payment which has reduced the
minimum annual payment to $350,000 per year.

Notes receivable and accrued interest at December 31, 1995 include
$16.2 million, net due the Company pursuant to certain promissory
notes delivered to the Company in connection with two construction
contracts with the Government of Antigua, $2.5 million of which is
classified as a current receivable.  Scheduled payments call for
both quarterly and monthly principal and interest payments until
maturity in 1997.  The Government of Antigua has routinely made the
required quarterly payments aggregating $2.0 million per year but
has made only some of the required monthly payments.  The Company
does not presently anticipate material increases in or
accelerations of payments by the Government of Antigua.  The
Company expects that the notes will not be satisfied at maturity
but the Antiguan government has advised the Company that the
current payment stream will continue until the obligation is
satisfied.  A portion of the payment received from Antigua is
derived from the lease proceeds the Antiguan government receives
from the United States Department of Defense for the rental of two
military bases.  In January 1995, the Antiguan government was
notified by the United States government that one of the bases
would be closed in late 1995. The Antiguan government has advised
the Company that it will make up any shortfall in the payments to
the Company from the military base rents from its general treasury.

Item 8.   Financial Statements and Supplementary Data

The financial information and the supplementary data required in
response to this Item are as follows:

[CAPTION]

<TABLE>

     <S>                                       <C>
                                             Page Number(s)

Independent Auditors' Report
Financial Statements:                        

     Consolidated Balance Sheets 
     December 31, 1995 and 1994              

     Consolidated Statements of Operations
     For Each of the Years in the Three Year
     Period Ended December 31, 1995          

     Consolidated Statements of Stockholders'
     Equity Each of the Years in the Three
     Year Period Ended December 31, 1995     

     Consolidated Statements of Cash Flows 
     For Each of the Years in the Three Year
     Period Ended December 31, 1995          

     Notes to Consolidated Financial
     Statements                              

     Schedule II - Valuation and 
     Qualifying Accounts                     

</TABLE>














                  Independent Auditors' Report





The Board of Directors and Stockholders
Devcon International Corp.:



We have audited the consolidated financial statements of Devcon
International Corp. and subsidiaries as listed in the accompanying
index.  In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedules
as listed in the accompanying index.  These consolidated financial
statements and this financial statement schedule are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these consolidated financial statements
and this financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Devcon International Corp. and subsidiaries at December
31, 1995 and 1994, and the results of their operations and their
cash flows for each of the years in the three-year period ended
December 31, 1995 in conformity with generally accepted accounting
principles.  Also in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

As discussed in note 1(j) to the consolidated financial statements,
the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes," in 1993.







                         KPMG PEAT MARWICK LLP



Fort Lauderdale, Florida
March 27, 1996

















































                   DEVCON INTERNATIONAL CORP.
                        AND SUBSIDIARIES
                   Consolidated Balance Sheets
                   December 31, 1995 and 1994

[CAPTION]

<TABLE>

     <S>                               <C>            <C>
     Assets                           1995           1994

Current assets:
  Cash (note 8)                  $   438,682       $  21,106
  Cash equivalents
   (notes 7 and 8)                   977,456         920,944
  Receivables, net
   (notes 2 and 7)                12,043,706      14,461,672
  Costs in excess of
   billings and estimated
   earnings (note 16)              3,461,984       2,611,494
  Inventories (note 3)             6,392,278       7,614,635
  Other                              936,446         953,845
  Net assets of discontinued 
     operation (note 9)              749,114       1,535,825
      
      Total current assets        24,999,666      28,119,521

Property, plant and equipment 
 (note 7):
  Land                             5,667,867       5,394,676
  Buildings                        4,248,816       4,087,282
  Leasehold interests             12,590,763      12,454,758
  Equipment                       72,319,224      68,107,860
  Furniture and fixtures           1,057,850         956,613
  Construction in process          1,396,187       2,184,367
                                  97,280,707      93,185,556

  Less accumulated
   depreciation                   (45,898,662)   (43,203,809)
                                   51,382,045     49,981,747
Investments in unconsolidated
  joint ventures and
  affiliates (note 4)                 208,780        230,280
Advances to unconsolidated
  joint ventures and
  affiliates (note 4)               1,047,663      1,351,454
Receivables, net
  (notes 2 and 7)                  17,585,097     18,420,072
Intangible assets, net of
  accumulated amortization
  (note 5)                          1,086,801        500,582
Other assets                        1,002,588        937,339
                                 $ 97,312,640   $ 99,540,995



                                      1995           1994

     Liabilities and Stockholders'
       Equity


Current liabilities:
  Accounts payable, trade and
   other                          $ 6,501,977   $  6,486,401
  Accrued expenses and other
   liabilities                      1,451,429      1,248,121
  Notes payable to banks (note 7)        3,467,310 2,667,500
  Current installments of
   long-term debt (note 7)          7,274,506      6,768,174
  Billings in excess of costs
   and estimated earnings
   (note 16)                          766,399         56,278
  Income taxes (note 8)               689,650         48,275

     Total current liabilities     20,151,271     17,274,749

Long-term debt, excluding current
  installments and notes payable 
  to banks (note 7)                15,547,908     17,453,937
Minority interest in consolidated
  subsidiaries                        675,853        644,160
Deferred income taxes (note 8)        651,979      1,429,000
Other liabilities                   1,127,043      1,084,058

     Total liabilities             38,154,054     37,885,904

Stockholders' equity (note 14):
  Common stock, $0.10 par value.
    Authorized 15,000,000 shares,
    issued and outstanding,
    4,464,510 shares in 1995 and
    4,431,177 shares in 1994          446,451        443,118
    Additional paid-in capital     11,987,365     11,740,700
    Retained earnings (note 8)     46,724,770     49,471,273

        Total stockholders'
          equity                   59,158,586     61,655,091

Commitments and contingencies
  (notes 8, 11 and 17)            $97,312,640    $99,540,995


</TABLE>





                   DEVCON INTERNATIONAL CORP.
                        AND SUBSIDIARIES

              Consolidated Statements of Operations

For Each of the Years in the Three Year Period Ended December 31,
1995

[CAPTION]

<TABLE>


     <S>                          <C>       <C>       <C>

                                 1995      1994      1993

Concrete and related products
  revenues               $37,716,253 $39,342,107   $38,300,065
Contracting revenues
  (note 13)                16,068,283 22,941,915    16,926,065
Other revenues              2,366,926  2,965,081       638,196

       Total revenues      56,151,462 65,249,103    55,864,326

Cost of concrete and related
  products                 29,069,207 29,200,324    31,819,998
Cost of contracting        14,102,977 19,249,741    19,700,120
Cost of other               1,720,911  2,387,592       528,781

     Gross profit          11,258,367 14,411,446     3,815,427

Operating expenses:
  Selling, general and
    administrative         10,682,423  9,626,374    11,280,103
  Provision for doubtful
    accounts and notes        301,510    300,000       690,642

     Operating income
       (loss)                 274,434  4,485,072    (8,155,318)

Other income (deductions):
  Equity in earnings of
    unconsolidated joint
    ventures and affiliates
    (note 4)                    -          -           447,117
  Gain (loss) on sale of
    equipment                 164,116     34,895      (317,717)
  Interest expense         (2,555,848)(2,704,105)   (2,238,703)
  Interest and other
    income                    462,840    854,024     1,227,959
  Writedown of assets to net
    realizable value            -          -          (250,000)
  Minority interest           (31,693)   (38,344)       (7,103)
  Impairment loss on
   discontinued operations 
   subsequently retained
   (note 9)                    -           -        (2,200,000)

                           (1,960,585)(1,853,530)   (3,338,447)

     Income (loss) from 
       continuing operations 
       before income
       taxes               (1,686,151) 2,631,542   (11,493,765)

Income taxes (note 8)         145,352     50,000       107,486

     Income (loss) from 
       continuing
       operations          (1,831,503) 2,581,542   (11,601,251)



See accompanying notes to consolidated financial statements.


</TABLE>
































                   DEVCON INTERNATIONAL CORP.
                        AND SUBSIDIARIES

        Consolidated Statements of Operations (Continued)

[CAPTION]

<TABLE>

     <S>                          <C>        <C>           <C>

                                 1995       1994          1993


Discontinued operations
  (note 9):
     Impairment gain
      (loss)               $ (800,000)  $      -   $ 2,200,000
  Loss from discontinued
      operations             (115,000)  (470,076)     (173,256)

     Income (loss) from
       discontinued
       operations            (915,000)  (470,076)    2,026,744

     Income (loss) from
        continuing and 
        discontinued
        operations 
        before cumulative
        effect of
        change in
        accounting prin-
        ciple              (2,746,503) 2,111,466    (9,574,507)

     Cumulative effect of
        change in
        accounting prin-
        ciple                 -             -          500,000

        Net earnings
           (loss)         $(2,746,503)$2,111,466   $(9,074,507)


Earnings (loss) per share:
  From continuing
   operations               $    (.40)  $    .57      $  (2.55)
  From discontinued
   operations                    (.20)      (.11)          .44
  From change in
   accounting 
   principle                   -           -               .11
 
        Net earnings
          (loss)            $    (.60)  $    .46      $  (2.00)


Weighted average
  number of shares          4,566,671  4,560,397     4,540,804


See accompanying notes to consolidated financial statements.


</TABLE>












































                   DEVCON INTERNATIONAL CORP.
                        AND SUBSIDIARIES

         Consolidated Statements of Stockholders' Equity

For Each of the Years in the Three Year Period Ended December 31,
1995

[CAPTION]

<TABLE>

     <S>                          <C>        <C>           <C>

                                      Additional
                               Common    Paid-in      Retained
                                Stock    Capital      Earnings

Balances at 
  December 31, 1992          $436,867$11,246,950   $56,434,314

Proceeds from sale of
 restricted stock               6,251    493,750             -

Net loss                            -          -    (9,074,507)

Balances at December
  31, 1993                    443,118 11,740,700    47,359,807

Net earnings                        -          -     2,111,466

Balances at December
  31, 1994                    443,118 11,740,700    49,471,273

Stock issued in
  connection with 
  acquisition of
  additional 
  partnership
  interest                      3,333    246,665             -

Net loss                            -          -    (2,746,503)

Balances at December
  31, 1995                   $446,451$11,987,365   $46,724,770








(continued)


     <S>                                    <C>
                                           Total


Balances at December 31, 1992         $68,118,131

Proceeds from sale of restricted
  stock                                   500,001

Net loss                               (9,074,507)

Balances at December 31, 1993          59,543,625

Net income                              2,111,466

Balances at December 31, 1994          61,655,091

Stock issued in connection with
  acquisition of additional 
  partnership interest                    249,998

Net loss                               (2,746,503)

Balances at December 31, 1995         $59,158,586




See accompanying notes to consolidated financial statements.


</TABLE>





















                   DEVCON INTERNATIONAL CORP.
                        AND SUBSIDIARIES

              Consolidated Statements of Cash Flows

For Each of the Years in the Three Year Period Ended December 31,
1995

[CAPTION]

<TABLE>

     <S>                       <C>            <C>        <C>
                              1995           1994       1993

   Cash flows from operating
 activities:
 Net earnings (loss)    $(2,746,503)   $2,111,466  $(9,074,507)
 Adjustments to reconcile
   net earnings (loss) to
   net cash provided by
   operating activities:
    Depreciation and
     amortization         4,714,254     6,459,492    6,733,618
    Deferred income tax
     benefit               (777,021)            -            -
    Cumulative effect of
     change in accounting
     principle                    -             -     (500,000)
    Equity in (earnings) loss of
     unconsolidated joint
     ventures and affiliates       -            -     (447,117)
    Provision for doubtful
     accounts and notes     301,510       300,000      690,642
    Writedown of assets to net
     realizable value             -             -      250,000
    (Gain) loss on sale of
     equipment             (164,116)      (34,896)     317,717
    Loss from discontinued
     operations             915,000       470,076      173,256
    Increase (decrease) in
     minority interest in
     unconsolidated sub-
     sidiaries               31,693        38,345        7,103
    Changes in operating assets
     and liabilities:
    (Increase) decrease in
     receivables            347,378      (523,019)   1,898,431
    Decrease (increase) in
     costs in excess of
     billings and estimated
     earnings              (850,490)   (1,534,007)   2,714,172
    (Increase) decrease in
     inventories          1,222,357       (78,381)     565,932
    Decrease (increase) in
     other current assets    17,399      (150,394)     (37,433)
    Decrease (increase) in
     other assets           (65,249)      (33,887)    (119,589)
    (Decrease) increase in
     accounts payable and
     accrued expenses       858,170       (75,814)  (1,421,665)
    Decrease in billings in
     excess of costs and
     estimated earnings     710,121      (375,372)    (880,429)
   Decrease in income taxes
     payable               (641,375)      (72,992)     (12,368)
   Increase in other non
     current liabilities     42,985      (288,224)        -   
   Net cash provided by
     continuing operations $5,198,863  $6,212,393  $   857,763
   Net cash used by
     discontinued operations  <165,886><1,010,422>         -  

   Net cash provided by
     operating activities $5,032,977   $5,201,971 $857,763    

Cash flows from investing activities:
 Purchase of property, plant
   and equipment        $(6,249,083) $(3,319,741)  $(6,493,675)
 Proceeds from disposition of
  property, plant and
   equipment                697,887       665,945    2,420,459
  Payment to acquire
   subsidiary company    (1,000,000)            -    (338,115)
 Issuance of notes         (227,233)   (2,697,116)  (1,293,666)
 Payments on notes        2,831,286     3,137,015    1,111,361
 Advances to affiliates    (36,209)      (59,130)     (91,636)
 Advances from affiliates    340,000      100,000      746,184

 
   Net cash used in investing
     activities          (3,643,352)   (2,173,027)  (3,939,088)

Cash flows from financing activities:
 Proceeds from debt       9,540,913     7,301,564   20,074,559
 Principal payments on
   debt                (10,140,800)   (11,350,542) (16,598,568)
 Net borrowings
   (repayments)
   from bank overdrafts    (315,650)      698,257    (841,174)

   Net cash provided by
     (used in) financing
     activities           (915,537)   (3,350,721)    2,634,817

   Net decrease in cash and
    cash equivalents        474,088     (321,777)    (446,508)

Cash and cash equivalents at
 beginning of year         942,050      1,263,827    1,710,335

Cash and cash equivalents at
 end of year           $ 1,416,138    $   942,050  $ 1,263,827

Supplemental disclosures of
 cash flow information:
   Cash paid for:
     Interest          $ 2,579,748    $ 3,017,610  $ 2,188,965

     Income taxes      $    87,888    $   147,938  $   119,854


</TABLE>





Supplemental non-cash items:

During 1995, the Company issued 33,333 shares of common stock to
acquire an additional partnership interest in a Mexican
manufacturing partnership.

During 1993 the Company reclassified approximately $3,900,000 from
assets held for sale to property, plant and equipment.

During 1993, the Company reduced by $1.5 million the valuations of
sand and parts inventory at two island operations.

During 1993, the company wrote down a concrete block manufacturing
facility by $250,000. This operation was sold in 1993.

During 1993, a $628,000 note receivable from the sale of the block
operation was offset against existing debt owed to the same party.

During 1993, the Company recorded a writedown of $200,000 on the
investment in Corbkinnons and recognized a loss of $775,000 on the
Mexican manufacturing company.

During 1993, the Company issued 62,500 shares of stock to the
former owner of a purchased subsidiary as partial payment for
amounts due related to the purchase of the subsidiary by the
Company.





























                   DEVCON INTERNATIONAL CORP.
                        AND SUBSIDIARIES

           Notes to Consolidated Financial Statements



          Years ended December 31, 1995, 1994 and 1993

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  PRINCIPLES OF CONSOLIDATION

          The consolidated financial statements include the
          accounts of Devcon International Corp. and its majority
          owned subsidiaries.  All significant intercompany
          balances and transactions have been eliminated in
          consolidation.

          The Company's investments in unconsolidated joint
          ventures and affiliates are accounted for by the equity
          method.  Under the equity method, original investments
          are recorded at cost and adjusted by the Company's share
          of undistributed earnings or losses of these companies.

     (b)  REVENUE RECOGNITION

          CONCRETE AND RELATED PRODUCTS
          Revenue is recognized when the products are delivered.

          CONTRACTING

          The Company uses the percentage of completion method of
          accounting for financial statement preparation and tax
          reporting purposes.  Revenues earned and related costs
          are recorded based on the Company's estimates of the
          percentage of completion of each project using the cost
          to cost method.  Anticipated losses on contracts are
          charged to earnings when probable and estimable.  Changes
          in estimated profits on contracts are recorded in the
          period of change.  Selling, general and administrative
          expenses are not allocated to contract costs.  Monthly
          billings are based on the percentage of work completed in
          accordance with a specific contract.  Contracts are
          generally completed within one year of the commencement
          date, although the Company has had contracts that
          extended past one year.

          OTHER

          Other revenue consists of revenue from a marina owned by
          the Company. Revenue is recognized when products or
          services are delivered.
          
     (c)  CASH AND CASH EQUIVALENTS

          The Company considers certificates of deposits,
          commercial paper and repurchase agreements with an
          original maturity or restriction of three months or less
          at time of purchase to be cash equivalents.

     (d)  INVENTORIES

          The cost of sand, stone, cement and concrete block
          inventories is determined using average costs
          approximating the first-in, first-out (FIFO) method and
          is not in excess of market.  All other inventories are
          stated at the lower of average cost or market.

     (e)  PROPERTY, PLANT AND EQUIPMENT

          Property, plant and equipment are stated at cost.
          Depreciation on property, plant and equipment is
          calculated on the straight-line method over the estimated
          useful lives of the assets.  Property, plant and
          equipment held under capital leases and leasehold
          improvements are amortized using the straight-line method
          over the shorter of the lease term or the estimated
          useful life of the asset.

          Useful lives and/or lease terms for each asset type are
          summarized below:
          
               Buildings                 15 - 40 years
               Leasehold interests        3 - 55 years
               Equipment                  3 - 20 years
               Furniture and fixtures     3 - 10 years

          During 1995, the Company changed the estimated useful
          lives of certain equipment of assets used by the concrete
          and related products and land development contracting
          divisions in order to more closely match the useful lives
          to the actual service life of the assets.  This change in
          useful lives was made prospectively and reduced annual
          depreciation expense by approximately $900,000.

     (f)  FOREIGN CURRENCY TRANSLATION

          The Company owns subsidiaries whose functional currency
          is the Eastern Caribbean Dollar.  The assets and
          liabilities of these subsidiaries have been translated
          into U.S. dollars at year end exchange rates.  Income
          statement accounts are translated into U.S. dollars at
          average exchange rates during the period.  Resulting
          translation adjustments were not significant.

     (g)  INTANGIBLE ASSETS

          The excess of cost over the fair value of net assets of
          subsidiaries acquired is amortized over five to ten year
          periods on a straight-line basis.  The Company
          periodically reevaluates the recoverability of its
          intangible assets as well as their amortization periods
          to determine whether an adjustment to the carrying value
          or a revision to the estimated useful lives is
          appropriate.  The primary indicators of recoverability
          are the current and forecasted operating cash flows,
          which pertain to that particular asset.  An entity that
          has a deficit in its cash flow from operations for a full
          fiscal year, in light of the surrounding economic
          environment, is viewed by the Company as a situation
          which could indicate an impairment of value.  Taking into
          account the above factors, the Company determines that an
          impairment loss has been triggered when the future
          projected undiscounted cash flows associated with the
          intangible asset does not exceed its current carrying
          amount and the amount of the impairment loss to be
          recorded is the difference between the current carrying
          amount and the future projected undiscounted cash flows. 
          Based on the Company's policy, management believes that
          there is no impairment of value related to the intangible
          assets as of December 31, 1995.

          Accumulated amortization on intangible assets amounted to
          $206,582 in 1995 and $109,120 in 1994.

     (h)  EARNINGS (LOSS) PER SHARE

          Primary earnings (loss) per share is computed by dividing
          the weighted average number of shares outstanding during
          each year, increased by common equivalent shares (stock
          options) using the treasury stock method.  Fully diluted
          earnings per share did not differ significantly from
          primary earnings per share in any of the years presented.

     (i)  FOREIGN OPERATIONS

          Significant portions of the Company's operations are
          conducted in foreign areas, primarily Antigua, St.
          Maarten, St. Martin, Dominica, Saba, St. Kitts and
          Tortola, all of which are in the Caribbean.  Operations
          are also conducted in Mexico.

     (j)  INCOME TAXES

          The Company and certain of its domestic subsidiaries file
          consolidated Federal and state income tax returns. 
          Subsidiaries located in U.S. possessions and foreign
          countries file individual income tax returns.  Deferred
          income taxes are recognized for income and expense items
          that are reported in different years of financial
          reporting and income tax purposes.

          U.S. income taxes are not provided on undistributed
          earnings which are expected to be permanently reinvested
          by the foreign subsidiaries located in Antigua, the
          Netherlands Antilles, the French West Indies, the British
          Virgin Islands, Dominica, Grand Cayman, the Bahamas and
          certain subsidiaries located in  U.S. possessions.

          The Company accounts for income taxes under the
          provisions of Statement of Financial Accounting Standards
          No. 109, "Accounting for Income Taxes."  Under the asset
          and liability method of Statement 109, deferred tax
          assets and liabilities are recognized for the estimated
          future tax consequence attributable to differences
          between the financial statement carrying amounts of
          existing assets and liabilities and their respective tax
          basis.  Deferred tax assets and liabilities are measured
          using enacted tax rates in effect for the year in which
          those temporary differences are expected to be recovered
          or settled.  Under Statement 109, the effect on deferred
          tax assets and liabilities of a change in tax rates is
          recognized in income for the period that includes the
          enactment date.

          Effective January 1, 1993, the Company adopted Statement
          109 and has reported the cumulative effect of that change
          in the method of accounting for income taxes in the 1993
          consolidated statement of earnings.

     (k)  USE OF ESTIMATES

          Management of the Company has made a number of estimates
          and assumptions relating to the reporting of assets and
          liabilities and the disclosure of contingent assets and
          liabilities to prepare these consolidated financial
          statements in conformity with generally accepted
          accounting principles.

     (l)  RECLASSIFICATIONS

          Certain amounts in the 1994 and 1993 consolidated
          financial statements have been reclassified to conform
          with the 1995 presentation.


     (m)  NEW ACCOUNTING PRONOUNCEMENTS

          In March 1995, the Financial Accounting Standards Board
          issued Statement No. 121, "Accounting for the Impairment
          of Long-Lived Assets and for Long Lived Assets to be
          Disposed Of."  The statement requires that long-lived
          assets and certain identifiable intangibles to be held
          and used by an entity be reviewed for impairment whenever
          events or changes in circumstances indicate that the
          carrying amount of an asset may not be recoverable. The
          impairment of value is based on estimated future cash-
          flows expected to result from the use of the asset and
          its eventual disposition.  The provisions of this
          statement must be adopted for fiscal years beginning
          after December 15, 1995.  The Company has not determined
          the effect of the adoption of this pronouncement.

          In October 1995, the Financial Accounting Standards Board
          issued Statement No. 123, "Accounting for Stock-Based
          Compensation."  The statement permits a company to choose
          either a new fair value based method or the current APB
          Opinion 25 intrinsic value based method of accounting for
          its stock-based employee compensation plans in which an
          employer grants shares of its stock or other equity
          instruments to employees.  The statement requires pro
          forma disclosures of net income and earnings per share
          computed as if the fair value based method had been
          applied in financial statements of companies that elect
          to follow current practice in accounting for such
          arrangements under Opinion 25.  The Company has not
          determined the effect of the adoption of this
          pronouncement.

(2)  RECEIVABLES

     Receivables consist of the following:


[CAPTION]

<TABLE>


     <S>                                         <C>
                                            December 31,
                                      1995           1994

   Concrete and related products
       division trade accounts
       receivable                   $7,734,882  $7,965,570
   Land development contracting
       division trade accounts
       receivable, including
       retainages                    3,367,229   2,830,908
      Other division trade
       accounts receivable              73,180      64,391
      Accrued interest and
       other receivables               706,750     562,288
      Notes and other receivables
       due from the Government of
       Antigua and Barbuda 
       (note 10)                    17,274,649  19,111,166
      Trade notes receivable
       - other                       2,853,674   4,861,494
      Due from employees and
       officers                         74,841     155,013
                                    32,085,205  35,550,830
      Allowance for doubtful
       accounts and notes          (2,456,402)  (2,669,086)
                                   $29,628,803 $32,881,744

</TABLE>


   Receivables are classified in the consolidated balance sheets as
follows:

[CAPTION]

<TABLE>

     <S>                                         <C>
                                            December 31,
                                      1995           1994

   Current assets                  $12,043,706 $14,461,672
   Noncurrent assets                17,585,097  18,420,072

                                   $29,628,803 $32,881,744

</TABLE>


   Retainage will be due upon completion of construction contracts
   and acceptance by the customer.  The Company expects retainage
   will be collected during 1996.

   Included in notes and other receivables are unsecured notes due
   from the Government of Antigua and Barbuda amounting to
   $16,218,549 and $18,055,066 in 1995 and 1994, respectively, and
   having maturity dates through 1997. See note 10.  The Company
   believes payments of approximately $2,500,000 will be received
   in 1996.  The current payment schedule calls for both quarterly
   and monthly payments until note maturity.  The Government of
   Antigua has routinely made the required quarterly payments
   totalling $2.0 million per year but has only made some of the
   required monthly payments.  The Company does not presently
   anticipate material increases or decreases in the level of
   payments by the Government of Antigua. The Company expects that
   the notes will not be satisfied at maturity but the Antigua
   government has advised the Company that the current payment
   stream will continue until the obligation is satisfied.  A
   portion of the payment received from Antigua is derived from the
   lease proceeds the Antiguan government receives from the United
   States Department of Defense for the rental of two military
   bases.  In January 1995, the Antiguan government was notified by
   the United States government that one of the bases would be
   closed in late 1995.  The Antiguan government has advised the
   Company that it will make up any shortfall in payments to the
   Company from the military base rents from its general treasury.

   Notes receivable, from an Antiguan government agency, amounting
   to $855,803 in 1995 and 1994 are included in the total due from
   the government of Antigua, along with Antigua-Barbuda Government
   Development Bonds 1994-1997 series amounting to $200,297 in 1995
   and 1994.

   The Company also has trade receivables from various Antiguan
   government agencies of $717,554 and $112,020 in 1995 and 1994,
   respectively.  Several of the Company's customers perform
   services for the Antiguan government and depend on payments from
   the government to satisfy their obligations to the Company.

   Trade notes receivable - other consist of the following:


[CAPTION]

<TABLE>



     <S>                                         <C>
                                            December 31,
                                      1995           1994

   8 percent note receivable due
   in weekly installments from
   April 1994 through April 1997,
   secured by first and second 
   mortgages on two parcels of
   land                             $  536,431  $  599,773
   
   Unsecured promissory notes
   receivable with varying terms
   and maturity dates                  262,711   2,010,490

   Secured promissory notes
   receivable with varying terms
   and maturity dates                  921,485     889,878

   8 percent note receivable,
   due on demand, secured by first
   mortgage on real property           812,763   1,040,034

   10 percent note receivable,
   due in installments commencing
   May 1, 1994 continuing through
   May 1, 1999, secured by real
   property in the United States
   Virgin Islands                      320,284     321,319

                                    $2,853,674  $4,861,494

</TABLE>


(3)   INVENTORIES

   Inventories consist of the following:

[CAPTION]

<TABLE>



     <S>                                         <C>
                                            December 31,
                                      1995           1994

   Sand, stone, cement and
   concrete block                   $4,744,067  $5,859,320
   Maintenance parts                 1,318,037   1,283,372
   Other                               330,174     471,943
                                    $6,392,278  $7,614,635

</TABLE>



(4)   INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES
      AND AFFILIATES

   At December 31, 1995, the Company has equity interests in two
   real estate ventures, a 43 percent equity interest in a foreign
   construction company and a 1 percent equity interest in a
   commercial property development in Antigua.  One real estate
   joint venture was formed primarily to acquire and develop land
   for sale in Antigua, West Indies.  The other real estate venture
   was formed to develop property in Florida and has insignificant
   assets and operations.  No income or loss was recognized in 1995
   and 1994 on any of these ventures because the amounts were not
   material.

[CAPTION]

<TABLE>


     <S>                                         <C>
                                          December 31, 1995
                                        Unconsolidated joint
                                       ventures and affiliates
                                    Advances      Investments

                                       To             In

   Commercial property              $   11,323     $     -
   Real estate                         960,130       8,780
   Construction                         76,210     200,000
                                    $1,047,663  $  208,780

(continued)



     <S>                                         <C>
                                          December 31, 1994
                                        Unconsolidated joint
                                       ventures and affiliates
                                    Advances

                                       To             In


   Commercial property              $   11,323   $     -  
   Real estate                       1,300,131      30,280
   Construction                         40,000     200,000
                                    $1,351,454  $  230,280

</TABLE>



(5)   ACQUISITIONS

      On August 16, 1995, the Company acquired for $1,000,000 cash,
      the stock of Societe des Carrieres de Grand Case (SCGC), a
      French company engaged in the ready mix concrete and quarry
      business on the French island of St. Martin.  The transaction
      was accounted for as a purchase.  As a result of the
      transaction, the Company recorded costs in excess of the fair
      value of the net assets purchased in the amount of $615,000.

(6)   Fair Value of Financial Instruments

      The carrying amount of financial instruments including cash,
      cash equivalents, receivables, net, other current assets,
      accounts payable trade and other, accrued expenses and other
      liabilities, notes payable to banks, and current installments
      of long-term debt approximated fair value at December 31,
      1995 because of the short maturity of these instruments.  The
      carrying value of debt and notes receivable approximated fair
      value at December 31, 1995 based upon the present value of
      estimated future cash flows.

(7)   LONG-TERM DEBT

      Long-term debt consists of the following:


[CAPTION]

<TABLE>


     <S>                                         <C>
                                            December 31,
                                      1995           1994

   Installment notes payable in monthly 
   installments through 1999 bearing 
   interest at a weighted average 
   rate of 9.45 percent and secured by
   equipment with a carrying value
   of approximately $9,071,000     $ 5,255,811 $ 4,425,692

   Notes and mortgages payable in
   installments through 2003, bearing
   interest at 9.5 percent to 10
   percent and secured by equipment 
   and real property with a carrying
   value of approximately
   $10,021,000                       6,174,188   7,201,714

   Obligation arising from an
   acquisition, payable in $350,000
   monthly installments through 1998,
   discounted at 10 percent            621,520   1,211,945

   Unsecured notes payable due
   through 1998 bearing interest at
   a weighted average rate of 8.0
   percent                           2,269,445   1,690,924
   
   Unsecured note payable to a
   Company officer, due January 1,
   1997, bearing interest at the
   prime interest rate               4,572,561   3,152,561
   
   8 percent installment note
   payable in monthly installments
   to a Company officer 
   secured by equipment with a
   net carrying value of
   approximately $454,000              140,000     260,000

   Note payable to bank under a
   $400,000 line of credit, expiring
   in May 1996, secured by a
   certificate of deposit and
   bearing interest at the prime
   interest rate plus one-half of
   one percent per annum               400,000     400,000

   Note payable to bank under a
   $2.0 million line of credit,
   expiring in May 1996, 
   secured by an assignment of
   specific accounts receivable
   and bearing interest 
   at the prime interest rate
   plus one-quarter
   of one percent per annum          1,980,000   1,680,000

   Note payable to bank under a
   $400,000 line of credit,
   expiring in June 1996, secured 
   by a certificate of deposit
   and bearing interest at the
   prime interest rate                 400,000     400,000

   Note payable to bank under a
   $500,000 line of credit, expiring
   in October 1996, secured by
   a second mortgage on equipment
   and bearing interest at the prime
   interest rate plus one-half of one
   percent                             170,310        -   







     <S>                                         <C>
                                            December 31,
                                      1995           1994


   Note payable to bank on $1.0
   million line of credit bearing
   interest at the prime interest
   rate plus 1/2 of 1 percent,
   secured by real property and
   certificate of deposit
   with a value of $532,000 due in
   full on June 30, 1996               517,000     187,500
   
   Note payable to bank under a
   $4,000,000 term loan due in
   quarterly installments
   from November 1993 through
   May 1996 with a balloon payment
   of $1,500,000 due June 30, 1996.
   Interest accrues at 3/4 of 1
   percent over the prime interest 
   rate. Note secured by notes
   receivable from the government
   of Antigua with a net carrying
   value of approximately
   $9,133,000                        2,000,000   3,000,000
   
   Note payable to bank, due in
   monthly installments of
   $38,889 through 1999, plus
   interest at 1-5/8 of 1 percent
   over the LIBOR rate, secured by 
   equipment with a carrying 
   value of approximately
   $4,088,000                        1,788,889   2,255,556
   
   Installment and bank notes
   payable repaid or refinanced during 1995          -  1,023,719
   
   Total debt outstanding          $26,289,724 $26,889,611


</TABLE>


Shown in the consolidated balance sheet under the following
captions:

[CAPTION]

<TABLE>


      <S>                              <C>         <C>
   Current installments of
     long term debt                $ 7,274,506 $ 6,768,174
   Notes payable to banks            3,467,310   2,667,500
   Long-term debt                   15,547,908  17,453,937
                                   $26,289,724 $26,889,611


</TABLE>



The total maturities of long-term debt subsequent to December 31,
1995 are as follows:

[CAPTION]

<TABLE>

      <S>                               <C>   
      1996                         $10,741,816
      1997                           8,025,389
      1998                           2,520,879
      1999                           1,653,087
      2000                           2,523,052
      Thereafter                       825,501
                                   $26,289,724

</TABLE>

   At December 31, 1995 the Company is in violation of various
   financial covenants contained in certain loan agreements it has
   with two banks.  One bank has granted a waiver of the violations
   and the Company believes it can obtain a waiver from the other
   lender.  The amounts due from the bank which did not grant a
   waiver are classified as current liabilities.

   The Company is currently seeking a new credit facility to
   replace several of the loans which mature in 1996.  The Company
   believes that it can obtain a new credit facility or obtain
   extensions of the maturing loans.

      The Company's weighted average effective interest rate for
   borrowing was 8.5% at both December 31, 1995 and 1994.    

(8)   INCOME TAXES

   Income tax expense (benefit) consists of:

[CAPTION]

<TABLE>

   <S>                  <C>            <C>       <C>
                      Current       Deferred    Total
   
   1995:
     Federal         $  5,000     $       -    $  5,000
     State                  -             -           -
     Foreign          917,373      (777,021)    140,352
                     $922,373     $(777,021)   $145,352

   1994:                     
     Federal         $      -     $       -    $      -
     State                  -             -           -
     Foreign           50,000     $       -      50,000

                     $ 50,000     $       -    $ 50,000
   1993:
     Federal         $      -     $       -    $      -
     State                  -            -            -
     Foreign          107,486          -        107,486
                     $107,486     $    -       $107,486
   
</TABLE>

   The significant components of deferred income tax benefit
   attributable to loss from continuing operations for the year
   ended December 31, 1995 are as follows:

   Deferred tax expense
     (exclusive of component listed below)             $2,342,000
   Decrease in valuation allowance for
     deferred tax assets                               (3,119,021)
                                                       $ (777,021)


   The actual expense differs from the "expected" tax expense
   computed by applying the U.S. Federal corporate income tax rate
   to earnings before income taxes as follows:

[CAPTION]

<TABLE>


   <S>                                 <C>            <C>
                                      1995           1994

   Computed "expected"
     tax expense (benefit)        $(934,000)   $718,000 
   Increase (reduction) in 
     income taxes resulting 
     from:
      Tax incentives granted 
       to a subsidiary in U.S. 
       possession                         -           - 
      Tax incentives granted to 
        foreign
        subsidiaries             (1,208,000) (1,307,000)
      Net operating loss not 
        utilized                  2,294,000     598,000 
      Foreign surcharge tax                -           -
      Other                          (6,648)     41,000 
                                $   145,352  $   50,000 

(continued)


   <S>                                      <C>
                                           1993

   Computed "expected"
     tax expense                     $(4,119,000)
   Increase (reduction) in 
     income taxes resulting 
     from:
      Tax incentives granted 
       to a subsidiary in U.S. 
       possession                     (1,101,000)
      Tax incentives granted to 
        foreign
        subsidiaries                           - 
      Net operating loss not 
        utilized                       5,216,000 
      Foreign surcharge tax              111,000 
      Other                                  486 
                                     $   107,486 

</TABLE>


   Deferred income taxes reflect the net tax effects of (a)
   temporary differences between the carrying amounts of assets and
   liabilities for financial reporting purposes and the amounts
   used for income tax purposes, and (b) net operating loss
   carryforwards.

   The tax effects of temporary differences that give rise to
   significant portions of the deferred tax assets and deferred tax
   liabilities at December 31, 1995 are presented below:

[CAPTION]

<TABLE>

           <S>                                <C>           <C>

                                               December 31
                                            1995          1994 
   Deferred tax assets:

   Net operating loss carryforwards   $5,841,000    $7,402,000 
   Other                                 182,000       412,000 

        Total gross deferred tax assets 4,023,000    7,814,000 
        Less valuation allowances     (4,134,979)   (7,254,000)

        Net deferred tax assets        1,888,021       560,000 

   Deferred tax liabilities:
     Plant and equipment, principally due
      to differences in depreciation and
      capitalized interest            (1,693,000)   (1,523,000)
    Investments in joint ventures, 
      principally due to differences in
      recording the investment between
      book and tax                      (847,000)     (440,000)
   Other                                        -      (26,000)
           Total gross deferred tax
             liabilities              (2,540,000)   (1,989,000)

           Net deferred tax liability $ (651,979)  $(1,429,000)

</TABLE>

   The valuation allowance for deferred tax assets as of December
   31, 1995 was $4,134,979.  The valuation allowance was
   established at approximately 69 percent of the potential
   deferred tax benefit as the Company believes it can utilize net
   operating losses via partial repatriation of foreign subsidiary
   earnings.

   In April 1988, the Virgin Islands Industrial Development
   Commission (IDC) granted a subsidiary of the Company a 10-year
   tax exemption expiring in 1998, pursuant to which, and subject
   to certain conditions and exceptions, the Company's (i)
   production and sale of ready-mix concrete; (ii) production and
   sale of concrete block on St. Thomas and St. Johns and outside
   of the Virgin Islands; (iii) production and sale of sand and
   aggregate; and (iv) bagging of cement from imported bulk cement,
   are 100 percent exempt from all United States Virgin Islands
   real property, gross receipts (currently set at 4 percent) and
   excise taxes, 90 percent exempt from United States Virgin
   Islands income taxes, and approximately 83 percent exempt from
   United States Virgin Islands custom duties.  The IDC granted the
   Company the tax exemption in return for the Company's commitment
   to (i) make capital expenditures of at least $4.6 million for
   new or replacement equipment over a 10-year period, which the
   Company has satisfied  (ii) employ a minimum of 142 United
   States Virgin Islands residents as full-time personnel; (iii)
   spend at least $75,000 annually for a youth training program;
   (iv) not increase the price of its concrete and related products
   except as the result of certain direct cost increases incurred
   by the Company over which it has no control; and (v) make an
   annual scholarship fund contribution of $150,000.

   In January 1994, the Company received a five year extension,
   through April 2003, of its previously granted benefits.  This
   extension was granted in return for the Company agreeing to (i)
   continue to employ a minimum of 160 United States Virgin Islands
   residents as full time personnel; (ii) make additional capital
   expenditures of $1.7 million and (iii) continue to make a
   combined job training/scholarship contribution of $225,000 per
   annum during the extension period.

   The Company believes it is in compliance with all of the
   requirements of this program.

   The Company has received exemptions relating to income and
   excise taxes and customers duties for operations of certain
   foreign subsidiaries and unconsolidated joint ventures See note
   10.

   At December 31, 1995, approximately $34.2 million of foreign
   subsidiaries earnings have not been distributed and no U.S.
   income taxes have been provided thereon as these earnings are
   considered permanently reinvested in the subsidiaries'
   operations and in the year earned, were not of the nature which
   would require current income tax recognition under United States
   income tax laws.  Current assets include approximately $619,000
   of cash and cash equivalents that the Company currently intends
   to use only to fund foreign operations and U.S. possession
   operations, respectively, due to U.S. income tax restrictions. 
   Should the foreign subsidiaries distribute these earnings to the
   parent company or provide the parent company access to these
   earnings through other means, taxes at the U.S. Federal tax rate
   net of foreign tax credits may be incurred. 

   At December 31, 1995, the Company had accumulated net operating
   loss carryforwards available to offset future taxable income in
   their Caribbean and United States operations of approximately
   $17.1 million which expire in varying periods through the year
   ended December 31, 2004.

(9)   DISCONTINUED OPERATIONS

   In September 1989, a subsidiary of the Company obtained a
   minority interest in a partnership engaged in the manufacture,
   sale and distribution of acoustical ceiling tiles.  The
   subsidiary invested approximately $1.2 million in the
   partnership for a 29 percent interest and two of the Company's
   directors obtained an 11 percent interest for which they paid
   $450,000. In January 1994 an Antiguan subsidiary of the Company
   became the new general partner and the Company's ownership
   interest in the partnership was increased to 57.98 percent.  The
   directors' ownership interest was reduced to 6.47 percent.  In
   November 1995, the Company elected to dispose of this operation
   because of its poor operating results and uncertain prospects
   for improvement. Accordingly, at December 31, 1995, the intended
   disposal has been accounted for as a discontinued operation. 
   The financial statements for all prior periods presented have
   been restated to reflect the ceiling tile partnership as a
   discontinued operation.  The Company's investment in the
   partnership was written down $800,000 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 provided no reserve for
   anticipated losses during the phaseout period and expects to
   recognize no income tax benefit on the loss from discontinued
   operations. These represent management's best estimates of the
   amounts expected to be realized on the sale of its ceiling tile
   business.  The amounts the Company will ultimately realize could
   differ materially in the near term from the amounts assumed in
   arriving at a the loss on disposal of the discontinued
   operations.  The Company is currently negotiating the sale of a
   major portion of the partnership's assets, however, no
   definitive sales agreement has been concluded at this time.

   Two subsidiaries of the Company own a 100 percent interest in a
   Virgin Islands general partnership formed in 1988 to construct
   and operate a marina on a 4.92 acre parcel of land leased by the
   joint venture from the United States Virgin Islands government.
   
   In 1991 the marina operation was classified as a discontinued
   operation for financial statement presentation purposes. The
   marina assets were written down $2.2 million dollars, to their
   estimated net realizable value, and a reserve of $1.3 million
   dollars was established for marina losses for the period from
   January 1, 1992 to the expected disposal date.  The Company
   elected to reconsolidate the marina operation into its financial
   statements as of September 30, 1993, primarily because the
   Company believed it would take a significant amount of time to
   dispose of the marina in the current real estate market. 
   Approximately $600,000 of the original $1.3 million reserve was
   reflected as a gain on discontinued operations subsequently
   retained.

(10)  FOREIGN SUBSIDIARIES

   Summary combined financial information for the Company's foreign
   subsidiaries, located in the Caribbean, except for those located
   in the U.S. Virgin Islands, follows:

[CAPTION]

<TABLE>


     <S>                                         <C>
                                            December 31,
                                      1995           1994

   Current assets                  $11,903,636 $13,313,287
   Advances to the Company           1,533,672   3,960,184
   Property, plant and equipment,
      net                           25,103,665  24,267,246
   Investment in joint ventures
     and affiliates                  1,180,234   1,520,235
   Notes receivable                 17,004,414  18,090,798
   Other assets                       803,252      191,019

        Total assets               $57,528,873 $61,342,769

   Current liabilities               6,037,488   5,937,980
   Long-term debt                    5,937,412   7,227,851
   Equity                           45,553,973  48,176,938

        Total liabilities
         and equity                $57,528,873 $61,342,769


                      1995      1994       1993

   Revenue       $29,858,843  $30,186,482 $24,482,562
   Expenses       27,955,868   26,284,718  27,235,596

   Net earnings
     (loss)      $ 1,902,975  $ 3,901,764$(2,753,034)


</TABLE>


   The expenses for 1993 included a writedown of $250,000 related
   to an operation the Company disposed of during 1993. The above
   foreign subsidiaries are included in the consolidated financial
   statements.

   In 1987, the Company entered into a construction contract with
   the government of Antigua and Barbuda (Antigua).  The original
   contract provided for payment of $13,479,600 in cash and notes
   bearing interest at 10 percent, a ten year income tax exemption
   for the project and the Company's concrete and related products
   subsidiary in Antigua commencing January 1, 1987 and an
   ownership interest in Corbkinnons Limited (Corbkinnons), a
   corporation formed with Antigua to own and develop 230 acres of
   real property in Antigua.  Corbkinnons and its shareholders
   received an exemption from income and excise taxes and custom
   duties for a minimum of 12 years with respect to the earnings
   and operations of Corbkinnons.  Since 1987, amendments to the
   original contract totaling $20,864,867 have been executed.  One
   amendment provides for a tax exemption on a project accounted
   for by one of the Company's Antigua contracting subsidiaries.

(11)  LEASE COMMITMENTS

   The Company leases real property, buildings and equipment under
   operating leases that expire over one to fifty-five years. 
   Future minimum lease payments under noncancellable operating
   leases as of December 31, 1995 are as follows:

[CAPTION]

<TABLE>

   <S>                                         <C>   
                                            Operating
                                            Leases   
   Years ending December 31,
      1996                                $ 1,330,881
      1997                                  1,241,111
      1998                                  1,097,989
      1999                                  1,065,667
      2000                                  1,053,496
      Thereafter                           14,834,483

   Total minimum lease payments           $20,623,627


</TABLE>


   Total rent expense for operating leases was $1,147,041 in 1995,
   $950,908 in 1994 and $961,175 in 1993.  Some operating leases
   have provisions for contingent rentals or royalties based on
   related sales and production; and such contingent expense
   amounted to $63,575 in 1995, $131,041 in 1994 and $109,289 in
   1993.

(12)  LINES OF BUSINESS

   The Company operates primarily in two principal lines of
   business.  Information about the Company's operations in these
   different industries are as follows:

[CAPTION]

<TABLE>

   <S>                   <C>          <C>         <C>
                        1995         1994        1993

   Concrete and
      related
      products
      revenues   $37,716,253   $39,342,107 $38,300,065
   Contracting
      revenues    16,068,283    22,941,915  16,926,065
   Other           2,366,926     2,965,081     638,196
      Total
       revenues  $56,151,462   $65,249,103 $55,864,326

   Operating income
     (loss):
      Concrete and
       related
       products  $ 1,252,537   $ 2,841,153$   (321,396)
      Contracting    (569,224)   1,746,494  (6,942,950)
      Other          409,550       321,425     128,028
      Unallocated
        corporate
        overhead    (818,000)    (424,000)  (1,019,000)

      Total      $   274,434   $ 4,485,072$(8,155,318)

   Identifiable assets:
      Concrete and
        related
        products $54,885,292   $53,009,725 $56,742,053
      Contracting  37,346,656   40,691,336  40,048,607
      Other        5,080,692     5,839,934   4,726,935
      Total      $97,312,640   $99,540,995$101,517,595

   Depreciation and amortization:
      Concrete and
        related 
        products $ 3,187,278  $  4,256,729 $ 4,364,038
      Contracting   1,257,950    1,939,495   2,304,878
      Other          269,026       263,265      64,702
      Total      $ 4,714,254  $  6,459,492 $ 6,733,618

   Capital expenditures:
      Concrete and
        related 
        products $ 3,869,749  $  2,063,196 $ 2,928,877
      Contracting   2,764,334    1,232,690   3,555,580
      Other             -           23,855       9,218

      Total      $ 6,634,083  $  3,319,741 $ 6,493,675

</TABLE>


   Revenues by line of business include only sales to unaffiliated
   customers, as reported in the Company's consolidated statement
   of operations.

   Operating income (loss) is revenues less operating expenses.  In
   computing operating income (loss), the following items have not
   been added or deducted:  interest expense, income tax expense,
   equity in earnings from  unconsolidated joint ventures and
   affiliates, interest and other income, minority interest and
   gain or loss on sales of equipment.

(13)  RELATED PARTY TRANSACTIONS

   A director and shareholder of the Company has a 2 percent
   interest in an ocean going bulk cement ship in which the Company
   has a 98 percent interest.
 
   The Company leases a 4.4 acre parcel of real property from the
   Company's  President, pursuant to which he received $46,512 in
   annual rent in 1995.

   The Company has borrowed approximately $4.7 million from a
   Company officer.  One note has an outstanding balance of
   approximately $4.5 million, is unsecured, bears interest at the
   prime interest rate and is due in full on January 1, 1997.  The
   other note has a balance of $140,000  is secured by equipment,
   bears interest at 8 percent per annum and is due in monthly
   principal installments of $10,000, plus interest, through
   February 1997.  See note 7.

   Contract losses totalling $147,341 were recognized during 1993
   on contracts with related parties.
 
   A subsidiary of the Company paid approximately $12,800 per year
   in rent to a company in which a director was a principal.





(14)  STOCK OPTION PLANS

         The Company adopted stock option plans for officers and
      employees in 1986 (the "1986 Plan") and 1992 (the "1992
      Plan").  Each plan terminates 10 years after its adoption
      date.  Options to acquire up to 300,000 and 350,000 shares of
      common stock may be granted to officers and employees of the
      Company at no less than the fair market value on the date of
      grant under the 1986 Plan and 1992 Plan, respectively.  

      All stock options granted pursuant to the 1986 Plan vest and
      become fully exercisable (i) on the date the Optionee reaches
      the age of 65 and for the six month period thereafter, (ii)
      on the date of permanent disability of the Optionee and for
      the six month period thereafter, (iii) on the date of a
      change of control and for the six month period thereafter and
      (iv) on the date of termination of the Optionee by the
      Company from employment with the Company without cause and
      for the six month period after termination.  All stock
      options granted pursuant to the 1992 Plan vest and become
      exercisable in varying terms and periods which are
      established by the Compensation Committee of the Board of
      Directors.  All options issued pursuant to the 1992 Plan
      expire ten years after the date of issue.   

      The Company adopted a stock option plan for non-employee
      directors in 1992 (the "1992 Directors Plan").  This plan
      terminates in 2002.  Options to acquire up to 50,000 shares
      of common stock may be granted to non-employee directors at
      no less than the fair market value of the Company's common
      stock on the date of the option grant.  The 1992 Directors
      Plan provides that each director shall receive an initial
      grant of 8,000 shares and an additional 1,000 shares annually
      immediately subsequent to his reelection as a director of the
      Company.  All stock options have ten year terms and vest and
      become fully exercisable six months after the date of
      issuance.

      Stock option activity with respect to the above-identified
      Company option plans during the periods indicated is as
      follows:


[CAPTION]

<TABLE>

     <S>                    <C>                 <C>
                         1986 Plan           1992 Plan
                                 Exercise            Exercise
                    Shares       Price      Shares   Price

Balance at 12/31/92203,380       $2.33-7.0040,000     $9.63
  Granted                -       -              -     -
  Exercised              -       -              -     -
  Expired                -       -              -     -

Balance at 12/31/93203,380       $2.33-7.0040,000     $9.63
  Granted                -       -              -      -
  Exercised              -       -              -      -
  Expired                -       -              -      -

Balance at 12/31/94203,380       $2.33-7.0040,000      $9.63
  Granted                -       -              -      -
  Exercised              -       -              -      -
  Expired                -       -              -      -

Balance at 12/31/95203,380       $2.33-7.00250,000     $6.75-$9.63
  Exercisable      156,415                 30,000       
Available for Future
  Grant             30,950                100,000

(continued)

     <S>                          <C>
                            Directors Plan

                                        Exercise
                      Shares              Price


Balance at 12/31/92   24,000              $14.00
  Granted              3,000              $ 6.25
  Exercised                -                 -
  Expired                  -                 -

Balance at 12/31/93   27,000              $6.25-14.00
  Granted              3,000              $8.75
  Exercised                -                -
  Expired                  -                -

Balance at 12/31/94   30,000              $6.25-14.00
  Granted              3,000              $7.75
  Exercised                -                -
  Expired                  -                -

Balance at 12/31/95   33,000              $6.25-14.00
  Exercisable         33,000
Available for Future
  Grant           17,000    

</TABLE>




(15)      EMPLOYEE BENEFIT PLANS

          The Company sponsors a 401K plan for all employees over
          the age of 21 with 1,000 hours of service in the previous
          12 months of employment.  Employee contributions are
          matched by the Company up to 3 percent of an employee's
          salary.  The Company's contributions totaled $129,518 in
          1995, $134,146 in 1994 and $147,879 in 1993.

(16)      COSTS AND ESTIMATED EARNINGS ON CONTRACTS

[CAPTION]

<TABLE>

       <S>                             <C>       <C>
                                      1995      1994

   Costs incurred on uncompleted 
     contracts                $ 39,745,046 $ 44,299,812
   Costs incurred on completed
     contracts                  43,155,784   49,274,457
   Estimated earnings           18,181,493   14,415,120
                               101,082,323  107,989,389
      Less:  Billings to date (98,386,738)(105,434,173)
                              $  2,695,585 $  2,555,216

</TABLE>


   Included in the accompanying balance sheet under the following
captions:

[CAPTION]

<TABLE>

       <S>                             <C>          <C>
                                      1995         1994
   Costs in excess of billings 
     and estimated earnings       $  3,461,984 $  2,611,494
   Billings in excess of costs
     and estimated earnings           (766,399)     (56,278)
                                  $  2,695,585  $ 2,555,216

</TABLE>


(17)   COMMITMENTS AND CONTINGENCIES

   The Company believes it is entitled to additional compensation
   on a Florida construction project and is pursuing a claim of
   approximately $3.2 million against the owner of the property. 
   In addition to its claim, the Company has an account receivable
   of approximately $500,000 from the owner of the project.  Costs
   in excess of billings and estimated earnings amount to
   approximately $1.0 million.  This amount is included in the
   Company's claim of $3.2 million.  While the Company believes it
   has a meritorious claim, there is no assurance the claim will be
   settled on a basis favorable to the Company.  The Company
   recorded a loss of approximately $2.3 million on this contract
   in 1993.  No income or loss was recorded in 1995 or 1994.

   In 1989, the Company entered into a new Life Insurance and
   Salary Continuation Agreement with the President of the Company.

   The agreement provides that should the President cease to be
   employed by the Company as a result of disablement or death, the
   Company shall pay an amount equal to his salary and bonus for a
   period of five years to the President or his designated
   beneficiary.  The Company has not accrued for the salary
   continuation over the expected remaining period of the
   President's active employment as the agreement does not provide
   for payment upon retirement; therefore, based on present facts
   and circumstances, future payments, if any, are not determinable
   at this date.

   In June 1995, an employee of a subsidiary of the Company filed
   a lawsuit against the Company for personal injuries resulting
   from an accident in which the employee alleges to have operated
   an improperly maintained piece of heavy equipment.  The claim of
   approximately $1.5 million is currently being defended by the
   Company's insurance carrier, subject to a reservation of rights.

   Management believes the claim is without merit and intends to
   vigorously defend its position.  While the final outcome of this
   lawsuit cannot be determined with certainty, Company management
   believes that the final outcome will not have a material adverse
   effect on the Company's consolidated financial position.
   
   The Company is involved in other litigation and claims arising
   in the normal course of business.  The Company believes that
   such litigation and claims will be resolved without a material
   effect on its financial condition or results of operations.

   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 financial condition or
   results of operations in the past and is not expected to have a
   material adverse impact in the foreseeable future.

      The Company has contingent obligations and has made certain
   guarantees in connection with acquisitions, its participation in
   certain joint ventures, certain employee and construction
   bonding matters and its receipt of a tax exemption.  As part of
   the 1995 acquisition of Societe des Carrieres de Grand Case
   (SCGC), a French company operating a ready-mix concrete plant
   and quarry in St. Martin, the Company agreed to pay the quarry
   owners (who were also the owners of SCGC), a royalty payment of
   $550,000 per year through August 2000, which at the Company's
   option, may be renewed for two successive five year periods and
   requires annual payments of $550,000 per year.  At the end of
   the fifteen year royalty period, the Company has the option to
   purchase a fifty hectare parcel of property for $4.4 million. 
   In connection with the 1990 St. Maarten acquisition, the Company
   agreed to pay the seller annually an amount per unit of certain
   concrete and stone products sold by the Company in St. Maarten
   from April 1, 1990 to March 31, 1998, but in no event less than
   $500,000 per year.  The Company has certain offsets available
   against this payment which has reduced the minimum annual
   payment to $350,000 per year.

   The Company sold substantially all of its interest in a real
   estate joint venture with the Government of Antigua and Barbuda
   to a third party in 1990. In connection with this sale, the
   third party purchaser assumed the Company's guarantee of payment
   to the Government of Antigua and Barbuda made upon the formation
   of the joint venture.  This guarantee, which would become an
   obligation of the Company in the event of a default by the
   purchaser, provides a guarantee that net profits from the joint
   venture's operations will equal or exceed $20,000 per month. No
   liability has been incurred by the Company nor have payments
   been made by the Company or the purchaser in connection with
   this guarantee.  The guarantee expires upon the sale or disposal
   by the venture of its real estate.  There are no current plans
   to sell or dispose of any of the venture's property.    

(18)   BUSINESS AND CREDIT CONCENTRATIONS

   The Company's customers are concentrated in the Caribbean and
   are primarily involved in the contracting industry.  Credit risk
   may be affected by the economic and political conditions in the
   various countries in which the Company operates.  Financial
   instruments which potentially expose the Company to
   concentrations of credit risk consist primarily of receivables
   and costs in excess of billings and estimated earnings.  No
   single customer accounted for a significant amount of the
   Company's sales in 1995, 1994 or 1993 and there are no
   significant receivables from a single customer as of December
   31, 1995 or 1994, other than the notes receivable due from the
   Government of Antigua and Barbuda.  Although receivables are
   generally not collateralized, the Company may place liens or
   their equivalent in certain jurisdictions in the event of non-
   payment.  The Company estimates an allowance for doubtful
   accounts based on the creditworthiness of customers as well as
   the general economic conditions of the countries in which it
   operates.  Consequently, an adverse change in these factors
   would affect the Company's estimate of its bad debts.

                             PART IV

Item 14. Exhibits, Financial Statements, Schedules and Reports on
         Form 8-K.

         (a)   The following documents are filed as part of this
               report:

         (1)  Financial Statements.

         An index to financial statements for the year ended
         December 31, 1995 appears on pages 22 and 51.

               (2)  Financial Statement Schedule.

         The following financial statement schedules for each of
         the years in the three year period ended December 31,
         1995 are submitted herewith:

                                                                  
                                            Form 10-K 
                                          (Page Number(s)
         
Item

Report of Independent Auditors                   
Financial Statement Schedule
         Schedule II - Valuation and
         Qualifying Accounts                     


All other financial schedules are omitted because they are not
required, inapplicable, or the information is otherwise shown in
the financial statements or notes thereto.

             (3)  Exhibits.

Exhibit  Description

 3.1     Registrant's Restated Articles of Incorporation (1)(3.1)
 3.2     Registrant's Bylaws(2)(3.2)
10.1     Registrant's 1986 Non-Qualified Stock Option Plan
         (3)(10.1)
10.2     Dredging, Filling and Other Land Improvements Agreement
         by and between Jolly Harbour Ltd. (Vaduz, Liechtenstein),
         Antigua Development and Construction, Limited, and the
         Registrant(4)(10.1)
10.3     Registrant's 401(k) Retirement and Savings Plan (5)(10.3)
10.4     Life Insurance and Salary Continuation Agreement dated as
         of March 29, 1989, between the Registrant and Donald L.
         Smith, Jr.(5)(10.13)
10.5     Form of Indemnification Agreement between the Registrant,
         and its directors and certain of its officers(6)(A)
10.6     St. John's Dredging and Deep Water Pier Construction
         Agreement dated as of April 3, 1987, by and between
         Antigua and Barbuda and Antigua Masonry Products, Limited
         (the "St. Johns Agreement") (6)(10.1)
10.7     Amendment No. 1 to the St. John's Agreement dated June
         15, 1988(7)(10.2)
10.8     Mortgage Note dated June 12, 1989 of Crown Bay Marina
         Joint Venture-I to Banco Popular de Puerto Rico for
         $5,000,000 (7)(10.5)
10.9     Guarantee dated June 12, 1989, from the Registrant to
         Banco Popular de Puerto Rico(7)(10.6)
10.10    Lease dated October 31, 1989, between William G.
         Clarenbach and Pricilla E. Clarenbach, as lessors, and
         Controlled Concrete Products, Inc., as lessee (1)(10.26)
10.11    Lease dated April, 18, 1988, between Jeanne Pacquette,
         Jennifer Pacquette, and Siewdath Sookram, as lessors, and
         the Registrant, as lessee(1)(10.27)
10.12    Lease dated April 13, 1981, between Mariano Lima and
         Genevieve Lima, as lessors, and the Registrant, as
         lessee(1)(10.28)
10.13    Lease dated May 23, 1983, between the Government of the
         Virgin Islands, as lessor, and Controlled Concrete
         Products, Inc. as lessee(1)(10.29)
10.14    Lease dated February 24, 1989, between Felix Pitterson,
         as lessor, and V.I. Cement and Building Products, Inc.,
         as lessee(1)(10.30)
10.15    Lease dated September 1, 1989, between Donald L. Smith,
         Jr., as lessor, and the Registrant, as lessee(1)(10.31)
10.16    Lease dated September 12, 1966, between His Honour Hugh
         Burrowes, a Commander of the British Empire of Government
         House in the Island of Antigua, as lessor, and The
         Antigua Sand and Aggregate Limited, as lessee(1)(10.32)
10.17    Stock Purchase Agreement, dated April 18, 1990, by and
         between B.B.W. Holding Corporation Limited ("BBW
         Holding") and Proar Construction Materials Company N.V.
         ("Proar Construction") (9)(2.1)
10.18    Incentive Agreement, dated April 18, 1990, by and among
         BBW Holding, Proar Construction, Bouwbedrijf Boven Winden
         N.V., Cramer Construction N.V. and Caribbean Heavy
         Construction Company Limited  (9)(28.1)
10.19    Agreement, dated April 18, 1990, by and between Mr.
         Richard Lawrence, Sr. and the Registrant (9)(28.2)
10.20    Agreement, dated October 31, 1990, by and between Tortola
         Concrete Products, Limited "Tortola"), and Devcon Masonry
         Products (BVI) Limited ("Devcon Masonry (BVI)") (10)
         (10.37)
10.21    Consulting Agreement, dated October 31, 1990, by and
         between Tortola and Devcon Masonry (BVI)(10)(10.38)
10.22    Amendment No. 2 to the St. John's Agreement dated
         December 7, 1988 (11) (10.34)
10.23    Amendment No. 3 to the St. John's Agreement dated January
         23, 1989 (11) (10.35)
10.24    Amendment No. 4 to the St. John's Agreement dated April
         5, 1989 (11) (10.36)
10.25    Amendment No. 5 to the St. John's Agreement dated January
         29, 1991 (11) (10.37)
10.26    Loan Agreement dated November 19, 1991 between V.I.
         Cement and Building Products, Inc. ("VI Cement"), the
         Registrant, Mark 21 Industries, Inc. ("Mark 21"), Masonry
         Products V.I. Corporation ("Masonry Products") and
         Corestates First Pennsylvania Bank ("Corestates") (11)
         (10.39)
10.27    Promissory Note, dated November 19, 1991 of V.I. Cement
         to Corestates for $2,000,000 (11) (10.40)
10.28    Guaranty dated November 19, 1991 of the Registrant, Mark
         21 and Masonry Products to Corestates (11) (10.41)
10.29    Registrant's 1992 Stock Option Plan (12)(A)
10.30    Registrant's 1992 Directors' Stock Option Plan (12)(B)
10.31    Notes receivable from Red Pond Estates, N.V. in the
         principal sums of $242,516, $139,478 and $167,740,
         respectively (13) (10.41)
10.32    Amendment No. 6 to the St. Johns Agreement dated November
         30, 1993 (14) (10.39)
10.33    Loan agreement, dated November 1, 1993, between Caribbean
         Cement Carriers, Ltd. and First National Bank of Maryland
         (14) (10.43)
10.34    Loan agreement, dated June 30, 1993, between the
         Registrant and Barnett Bank of South Florida (14) (10.44)
10.35    Loan agreement, dated September 15, 1993, between Antigua
         Masonry Products, Ltd. and Barnett Bank of South Florida
         (14) (10.45)
10.36    Loan agreement, dated January 15, 1993, between V. I.
         Cement and Building Products, Inc. and CoreStates First
         Pennsylvania Bank (14) (10.48)
10.37    Second Amended and Restated Partnership Agreement of
         International Perlite partners, S.C. (15) (10.38)
10.38    Limited Partnership Agreement of International Perlite
         Partners, L.P. (15) (10.39)
10.39    Second Amendment to Loan Agreement and Amendment to
         Promissory Note  between the Registrant and Barnett Bank
         of Broward County, N.A. (15) (10.40)
10.40    Second Amendment to Loan Agreement and Amendment to
         Promissory Note between the Registrant, Antigua Masonry
         Products, Ltd. and Barnett Bank of Broward County, N.A.
         (15) (10.41) 
10.41    Material Purchase Agreement, dated August 17, 1995,
         between Bouwbedrijf Boven Winden, N.V. and Hubert Petit,
         Francois Petit and Michel Petit (16)
10.42    Stock Purchase Agreement, dated August 17, 1995, between
         the Registrant and Hubert Petit, Francois Petit and
         Michel Petit (16)
22.1     Registrant's Subsidiaries (16)          
24.1     Consent of KPMG Peat Marwick (17)


(1)      Incorporated by reference to the exhibit shown in
         parenthesis and filed with the Registrant's Registration
         statement on Form S-2 (No. 33-31107).
(2)      Incorporated by reference to the exhibit shown in the
         parenthesis and filed with the Registrant's Quarterly
         Report on Form 10-Q for the quarter ended June 30, 1989.
(3)      Incorporated by reference to the exhibit shown in the
         parenthesis and filed with the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 1987 (the
         "1987 10-K").
(4)      Incorporated by reference to the exhibit shown in the
         parenthesis and filed with the Registrant's Form 8 dated
         July 14, 1988 to the 1987 10-K.
(5)      Incorporated by reference to the exhibit shown in the
         parenthesis and filed with the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 1988 (the
         "1988 10-K").
(6)      Incorporated by reference to the exhibit shown in paren-
         thesis and filed with the Registrant's Proxy Statement
         dated May 30, 1989.
(7)      Incorporated by reference to the exhibit shown in
         parenthesis and filed with the Registrant's Form 8 dated
         August 17, 1989 to the 1988 10-K.
(8)      Incorporated by reference to the exhibit showing in
         parenthesis and filed with the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 1989.
(9)      Incorporated by reference to the exhibit shown in
         parenthesis and filed with Registrant's Current Report on
         Form 8-K dated May 2, 1990.
(10)     Incorporated by reference to the exhibit showing in
         parenthesis and filed with the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 1990.
(11)     Incorporated by reference to the exhibit showing in
         parenthesis and filed with the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 1991.
(12)     Incorporated by reference to the exhibit showing in
         parenthesis and filed with the Registrant's Proxy
         Statement dated May 6, 1992.
(13)     Incorporated by reference to the exhibit showing in
         parenthesis and filed with the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 1992.
(14)     Incorporated by reference to the exhibit showing in
         parenthesis and filed with the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 1993.
(15)     Incorporated by reference to the exhibit showing in
         parenthesis and filed with the Registrant's Annual Report
         on Form 10-K for the year ended December 31, 1994.
(16)     Incorporated by reference to the exhibit showing in
         parenthesis and filed with the Registrant's Form 10-K for
         the year ended December 31, 1995.
(17)     Filed herewith.

Management employee contracts, compensatory plans and other
arrangements included as part of the exhibits referred to above are
as follows:

10.1     Registrant's 1986 Non Qualified Stock Option Plan (3) 
10.3     Registrant's 401(k) Retirement and Savings Plan (5)
         (10.3)
10.4     Life Insurance and Salary Continuation Agreement dated as
         of March 29, 1989, between the Registrant and Donald L.
         Smith, Jr.(5)(10.13)
10.29    Registrant's 1992 Stock Option Plan (12) (A)
10.30    Registrant's 1992 Directors' Stock Option Plan (12) (B)

         (b)  Reports on Form 8-K.

No Reports on Form 8-K were filed by the Registrant during the last
quarter of the period covered by this report.


                           SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, there-
unto duly authorized.


February 27, 1997                  DEVCON INTERNATIONAL CORP.


                                   By:/s/Walter B. Barrett
                                      Walter B. Barrett
                                      Chief Financial Officer and
                                      Treasurer













                      ACCOUNTANT'S CONSENT









The Board of Directors
Devcon International Corp. and Subsidiaries


We consent to incorporation by reference in the registration
statements (No. 33-32968 and No. 33-59557) on Form S-8 and (No. 33-
65235) on Form S-3 of Devcon International Corp. and subsidiaries
of our report dated March 27, 1996, relating to the consolidated
balance sheets of Devcon International Corp. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements
of operations, stockholders' equity and cash flows for each of the
years in the three year period ended December 31, 1995, and the
related schedule, which report appears in the December 31, 1995
annual report on Form 10-K, as amended, of Devcon International
Corp. and Subsidiaries.  As discussed in note 1(j) to the
consolidated financial statements, the Company adopted the
provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," in 1993.  





                                   KPMG PEAT MARWICK LLP






Fort Lauderdale, Florida
February 27, 1997