As filed with the Securities and Exchange Commission on March 23, 2004
===============================================================================
                     Registration Statement No. 333-________
===============================================================================

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               -------------------

                           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 East Newport Center Drive, Suite 201
                         Deerfield Beach, Florida 33442
                                 (954) 429-1500
          -------------------------------------------------------------
                    (Address of Principal Executive Offices)


                         Amended 1999 Stock Option Plan
 ------------------------------------------------------------------------------

                              Donald L. Smith, Jr.
                      Chairman and Chief Executive Officer
                           Devcon International Corp.
                    1350 East Newport Center Drive, Suite 201
                         Deerfield Beach, Florida 33442
               ---------------------------------------------------
                     (Name and address of agent for service)

                                 (954) 429-1500
               ---------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Robert L. Grossman, Esq.
                             Greenberg Traurig, P.A.
                              1221 Brickell Avenue
                              Miami, Florida 33131
                                 (305) 579-0756
                               -------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                 <C>                           <C>                    <C>                     <C>                    <C>
========================================== ==================== ======================== ====================== ===================

                                                                   Proposed maximum            Proposed
           Title of securities                Amount to be          Offering price         maximum aggregate         Amount of
            to be registered                   registered            per share(1)          offering price(1)      registration fee
------------------------------------------ -------------------- ------------------------  --------------------- -------------------


Common Stock                                     250,000             $6.49 - $8.35            $1,943,354              $246.22
  $.10 par value......................           shares
========================================== ==================== ======================== ====================== ===================
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee
      which was computed in accordance with Rule 457(h) on the basis of the (i)
      actual exercise prices of $6.49, $6.93, $8.35 and $8.01 for an aggregate
      of 8,200, 60,000, 50,000 and 20,000 options to purchase Common Stock being
      registered, respectively, which have already been granted under the Devcon
      International Corp. Amended 1999 Stock Option Plan (the "Plan"), (ii) the
      average of the high and low price of a share of Common Stock as reported
      by the Nasdaq National Market on March 22, 2004, (which was $8.02 with
      respect to 111,800 shares of Common Stock subject to future grants of
      options under the Plan).


<PAGE>

                      REGISTRATION OF ADDITIONAL SECURITIES

          INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE

This Registration Statement is being filed to register an additional 250,000
shares of common stock, par value $0.10 per share ("Common Stock"), of Devcon
International Corp. ("Devcon") for offer and sale under the Amended 1999 Stock
Option Plan (the "Plan"). The earlier Registration Statement on Form S-8 filed
by Devcon with the Securities and Exchange Commission on December 12, 1999 (File
No. 333-92231) relating to the Plan is incorporated by reference in this
Registration Statement. This incorporation is made under General Instruction E
of Form S-8 regarding the registration of additional securities of the same
class as other securities for which there has been filed a Registration
Statement on Form S-8 relating to the same employee benefit plan.


<PAGE>
           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.  Exhibits

          Exhibit
          Number                            Description
-------------------------------------------------------------------------------
       4.1       Registrant's Amended and Restated Articles of Incorporation(1)
       4.2       Registrant's Amended and Restated Bylaws(2)
       4.3       Amended 1999 Stock Option Plan
       5.1       Opinion of Greenberg Traurig, P.A.
      23.1       Consent of KPMG LLP
      23.2       Consent of  Greenberg Traurig, P.A. (contained in its opinion
                 filed as Exhibit 5.1 hereto)
(1)      Incorporated by reference to Exhibit 3.1 filed with the Registrant's
         Registration Statement on Form S-2 (Reg. No. 33-31107).

(2)      Incorporated by reference to  Exhibit 3.2 filed with the Registrant's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1998.





<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Deerfield Beach, State of Florida on March 23, 2004.

                                                  DEVCON INTERNATIONAL CORP.


                                              By:/s/ Donald L. Smith, Jr.
                                                 -----------------------
                                              Name:   Donald L. Smith, Jr.
                                              Title:  Chairman of the Board and
                                                        Chief Executive Officer

         Pursuant to the requirements of the Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<S>               <C>                                    <C>                                        <C>
              Signature                                         Title                               Date
--------------------------------------------------------------------------------------------------------------
/s/ Donald L. Smith,                    Chairman of the Board and Chief Executive Officer      March 23, 2004
Jr. Donald L. Smith, Jr.
--------------------------------------------------------------------------------------------------------------
/s/ Richard L. Hornsby                  Senior Vice President and Director                     March 23, 2004
Richard L. Hornsby
--------------------------------------------------------------------------------------------------------------
/s/ Robert D. Armstrong                 Director                                               March 23, 2004
Robert D. Armstrong
--------------------------------------------------------------------------------------------------------------
/s/ Jose A. Bechara, Jr.                Director                                               March 23, 2004
Jose A. Bechara, Jr.
--------------------------------------------------------------------------------------------------------------
/s/ Gustavo R. Benejam                  Director                                               March 23, 2004
Gustavo R. Benejam
--------------------------------------------------------------------------------------------------------------
/s/ James R. Cast                       Director                                               March 23, 2004
James R. Cast
--------------------------------------------------------------------------------------------------------------
/s/ W. Douglas Pitts                    Director                                               March 23, 2004
W. Douglas Pitts
--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                               EXHIBIT INDEX

 Exhibit
  Number                                           Description
 -------                                           -----------
4.1    Registrant's Amended and Restated Articles of Incorporation(1)
4.2    Registrant's Amended and Restated Bylaws(2)
4.3    Amended 1999 Stock Option Plan
5.1    Opinion of Greenberg Traurig, P.A.
23.1   Consent of KPMG LLP
23.2   Consent of  Greenberg Traurig,  P.A. (contained in its opinion filed as
       Exhibit 5.1 hereto)
----------------------------

(1)   Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Registration Statement on Form S-2 (Reg. No. 33-31107).

(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998.

<PAGE>
                                   EXHIBIT 4.3

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

                           DEVCON INTERNATIONAL CORP.
                         AMENDED 1999 STOCK OPTION PLAN

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

                  Purpose. The purpose of this Plan is to advance the interests
of DEVCON INTERNATIONAL CORP., a Florida corporation (the "Company"), and its
Subsidiaries by providing an additional incentive to attract and retain
qualified and competent persons who provide services to the Company and its
Subsidiaries, and upon whose efforts and judgment the success of the Company and
its Subsidiaries is largely dependent, through the encouragement of stock
ownership in the Company by such persons.

              Definitions. As used herein, the following terms shall have the
 meaning indicated:

                  "Board" shall mean the Board of Directors of the Company.

                  "Committee" shall mean the committee appointed by the Board
pursuant to Section 13(a) hereof.

                  "Common Stock" shall mean the Company's Common Stock, par
value $0.10 per share.

                  "Director" shall mean a member of the Board.

                  "Fair Market Value" of a Share on any date of reference shall
mean the "Closing Price" (as defined below) of the Common Stock on the business
 day immediately preceding such date, unless the Committee or the Board in its
sole discretion shall determine otherwise in a fair and uniform manner. For the
purpose of determining Fair Market Value, the "Closing Price" of the Common
 Stock on any business day shall be (i) if the Common Stock is listed or
admitted for trading on any United States national securities exchange, or if
actual transactions are otherwise reported on a consolidated transaction
reporting system, the last reported sale price of Common Stock on such exchange
or reporting system, as reported in any newspaper of general circulation, (ii)
if the Common Stock is quoted on the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), or any similar system of automated
dissemination of quotations of securities prices in common use, the last
reported sale price of Common Stock on such system or, if sales prices are not
reported, the mean between the closing high bid and low asked quotations for
such day of Common Stock on such system, as reported in any newspaper of general
circulation or (iii) if neither clause (i) or (ii) is applicable, the mean
between the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau, Incorporated if at least two securities
dealers have inserted both bid and asked quotations for Common Stock on at least
five of the ten preceding days. If neither (i), (ii), or (iii) above is
applicable, then Fair Market Value shall be determined in good faith by the
Committee or the Board in a fair and uniform manner.

                  "Incentive  Stock  Option" shall mean an incentive stock
option as defined in Section 422 of the Internal Revenue Code.

                  "Internal Revenue Code" shall mean the Internal Revenue Code
 of 1986, as amended from time to time.

                  "Non-Qualified Stock Option" shall mean an Option which is
not an Incentive Stock Option.

                  "Officer" shall mean the Company's Chairman of the Board,
President, Chief Executive Officer, principal financial officer, principal
accounting  fficer, any vice-president of the Company in charge of a principal
business unit, division or function (such as sales, administration or finance),
any other officer who performs a policy-making  function, or any other person
who performs similar policy-making functions for the Company. Officers of
Subsidiaries shall be deemed Officers of the Company if they perform such
policy-making functions for the Company. As used in this paragraph, the phrase
"policy-making  function" does not include  policy-making functions that are
not significant. If pursuant to Item 401(b) of Regulation S-K (17
C.F.R.ss.229.401(b)) the Company  identifies a person as an "executive officer,"
 the person so identified  shall be deemed an "Officer" even though such person
may not otherwise be an "Officer" pursuant to the foregoing provisions of this
paragraph.

                  "Option" (when capitalized) shall mean any option granted
under this Plan.

                  "Optionee" shall mean a person to whom a stock option
is granted under this Plan or any person who succeeds to the rights of such
person under this Plan by reason of the death of such person.

                  "Outside Director" shall mean a member of the Board
who qualifies as an "outside director" under Section 162(m) of the Internal
Revenue Code and the regulations thereunder and as a "Non-Employee Director"
under Rule 16b-3 promulgated under the Securities Exchange Act.

                  "Plan" shall mean this 1999 Stock Option Plan for the
Company.

                  "Securities Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.

                  "Share" shall mean a share of Common Stock.

                  "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company
if, at the time of the granting of the Option, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

         Shares Available for Option Grants.

                           The Committee or the Board may
grant to Optionees from time to time Options to purchase an aggregate of up to
Six Hundred Thousand (600,000) Shares from the Company's authorized and unissued
Shares. If any Option granted under the Plan shall terminate, expire, or be
cancelled or surrendered as to any Shares, new Options may thereafter be granted
covering such Shares.

         Incentive and Non-Qualified Options.

                           An Option granted hereunder shall be either an
Incentive  Stock Option or a  Non-Qualified Stock Option as determined by the
Committee or the Board at the time of grant of such Option and shall clearly
state whether it is an Incentive  Stock Option or a  Non-Qualified  Stock
Option.  All Incentive Stock Options shall be granted within 10 years from the
effective date of this Plan.  Incentive Stock Options may not be granted to
any person who is not an employee of the Company or any Subsidiary.

                           Options otherwise qualifying as Incentive Stock
Options hereunder will not be treated as Incentive Stock Options to the extent
that the aggregate fair market value (determined at the time the Option is
granted) of the Shares, with respect to which Options meeting the requirements
of Section 422(b) of the Internal Revenue Code are exercisable for the first
time by any individual during any calendar year (under all plans of the Company
and its parent and subsidiary corporations as defined in Section 424 of the
Internal Revenue Code), exceeds $100,000.

         Conditions for Grant of Options.

                           Each Option shall be evidenced by an option agreement
that may contain any term deemed necessary or desirable by the Committee or the
Board, provided such terms are not inconsistent with this Plan or any applicable
law. Optionees shall be (i) those persons selected by the Committee or the Board
from the class of all regular employees of , or persons who provide consulting
or other services as independent contractors to, the Company or its
Subsidiaries, including Directors and Officers who are regular employees, and
(ii) Directors who are not employees of the Company or of any Subsidiaries. Any
person who files with the Committee or the Board, in a form satisfactory to the
Committee or the Board, a written waiver of eligibility to receive any Option
under this Plan shall not be eligible to receive any Option under this Plan for
the duration of such waiver.

                           In granting Options, the Committee or the Board shall
take into consideration the contribution the person has made to the success of
the Company or its Subsidiaries and such other factors as the Committee or the
Board shall determine. The Committee or the Board shall also have the authority
to consult with and receive recommendations from officers and other personnel of
the Company and its Subsidiaries with regard to these matters. The Committee or
the Board may from time to time in granting Options under the Plan prescribe
such other terms and conditions concerning such Options as it deems appropriate,
including, without limitation, (i) prescribing the date or dates on which the
Option becomes exercisable, (ii) providing that the Option rights accrue or
become exercisable in installments over a period of years, or upon the
attainment of stated goals or both, or (iii) relating an Option to the continued
employment of the Optionee for a specified period of time, provided that such
terms and conditions are not more favorable to an Optionee than those expressly
permitted herein.

                           The Options granted to employees under this Plan
shall be in addition to regular salaries, pension, life insurance or other
benefits related to their employment with the Company or its Subsidiaries.
Neither the Plan nor any Option granted under the Plan shall confer upon any
person any right to employment or continuance of employment by the Company or
its Subsidiaries.

                           Notwithstanding any other provision of this Plan, an
Incentive Stock Option shall not be granted to any person owning directly or
indirectly (through attribution under Section 424(d) of the Internal Revenue
Code) at the date of grant, stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company (or of its parent or
subsidiary corporation (as defined in Section 424 of the Internal Revenue Code)
at the date of grant) unless the option price of such Option is at least 110% of
the Fair Market Value of the Shares subject to such Option on the date the
Option is granted, and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted.

                           Notwithstanding any other provision of this Plan, and
in addition to any other requirements of this Plan, the aggregate number of
Options granted to any one Optionee may not exceed One Hundred Thousand
(100,000), subject to adjustment as provided in Section 10 hereof.

                  Option Price. The option price per Share of any Option shall
be any price determined by the Committee or the Board but shall not be less than
the par value per Share; provided, however, that in no event shall the option
price per Share of any Incentive Stock Option be less than the Fair Market Value
of the Shares underlying such Option on the date such Option is granted.

                  Exercise of Options. An Option shall be deemed exercised when
(i) the Company has received written notice of such exercise in accordance with
the terms of the Option, (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii) arrangements
that are satisfactory to the Committee or the Board in its sole discretion have
been made for the Optionee's payment to the Company of the amount that is
necessary for the Company or Subsidiary employing the Optionee to withhold in
accordance with applicable Federal or state tax withholding requirements. The
consideration to be paid for the Shares to be issued upon exercise of an Option
as well as the method of payment of the exercise price and of any withholding
and employment taxes applicable thereto, shall be determined by the Committee or
the Board and may in the discretion of the Committee or the Board consist of:
(1) cash, (2) certified or official bank check, (3) money order, (4) Shares that
have been held by the Optionee for at least six (6) months (or such other Shares
as the Company determines will not cause the Company to recognize for financial
accounting purposes a charge for compensation expense), (5) the withholding of
Shares issuable upon exercise of the Option, (6) pursuant to a "cashless
exercise" procedure, by delivery of a properly executed exercise notice together
with such other documentation, and subject to such guidelines, as the Board or
the Committee shall require to effect an exercise of the Option and delivery to
the Company by a licensed broker acceptable to the Company of proceeds from the
sale of Shares or a margin loan sufficient to pay the exercise price and any
applicable income or employment taxes, or (7) in such other consideration as the
Committee or the Board deems appropriate, or by a combination of the above. In
the case of an Incentive Stock Option, the permissible methods of payment shall
be specified at the time the Option is granted. The Committee or the Board in
its sole discretion may accept a personal check in full or partial payment of
any Shares. If the exercise price is paid in whole or in part with Shares, or
through the withholding of Shares issuable upon exercise of the Option, the
value of the Shares surrendered or withheld shall be their Fair Market Value on
the date the Option is exercised. The Company in its sole discretion may, on an
individual basis or pursuant to a general program established in connection with
this Plan, lend money to an Optionee, guarantee a loan to an Optionee, or
otherwise assist an Optionee to obtain the cash necessary to exercise all or a
portion of an Option granted hereunder or to pay any tax liability of the
Optionee attributable to such exercise. If the exercise price is paid in whole
or part with Optionee's promissory note, such note shall (i) provide for full
recourse to the maker, (ii) be collateralized by the pledge of the Shares that
the Optionee purchases upon exercise of such Option, (iii) bear interest at the
prime rate of the Company's principal lender, and (iv) contain such other terms
as the Committee or the Board in its sole discretion shall reasonably require.
No Optionee shall be deemed to be a holder of any Shares subject to an Option
unless and until a stock certificate or certificates for such Shares are issued
to such person(s) under the terms of this Plan. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as expressly provided in
Section 10 hereof.

                  Exercisability of Options. Any Option shall become exercisable
in such amounts, at such intervals and upon such terms as the Committee or the
Board shall provide in such Option, except as otherwise provided in this Section
8.

                           The expiration date of an Option shall be determined
by the Committee or the Board at the time of grant, but in no event shall an
Option be exercisable after the expiration of 10 years from the date on which
the Option is granted.

                           Unless otherwise provided in any Option, each
outstanding Option shall become immediately fully exercisable in the event of a
"Change in Control" or in the event that the Committee or the Board exercises
its discretion to provide a cancellation notice with respect to the Option
pursuant to Section 9(b) hereof. For this purpose, the term "Change in Control"
shall mean:

                            Approval by the  shareholders of the Company of a
reorganization,  merger,  consolidation or other form of corporate transaction
or series of transactions, in each case, with respect to which persons who were
the shareholders of the Company immediately prior to such reorganization,
merger or consolidation or other transaction do not, immediately thereafter,
own more than 50% of the combined voting power entitled to vote generally in
the election of directors of the reorganized, merged or consolidated company's
then outstanding voting securities, in substantially the same proportions as
their ownership immediately prior to such reorganization, merger, consolidation
or other transaction, or a liquidation or dissolution of the Company or the
sale of all or substantially all of the assets of the Company (unless such
reorganization, merger, consolidation or other corporate transaction,
liquidation, dissolution or sale is subsequently abandoned); or

                               Individuals who, as of the date on which the
Option is granted, constitute the Board (the "Incumbent  Board") cease for any
reason to constitute at least a majority of the Board,  provided that any
person  becoming a director subsequent to the date on which the Option was
granted whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent  Board (other than an election or nomination
of an individual whose initial assumption of office is in connection with an
actual or threatened  election contest relating to the election of the
Directors of the Company, as such terms are used in Rule 14a-11 of Regulation
14A of Regulation 14A promulgated  under the  Securities  Exchange  Act) shall
be, for  purposes of this Agreement, considered as though such person were a
member of the Incumbent Board; or

                           (iii) the acquisition (other than from the Company)
by any person, entity or "group", within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act, of more than 25% of either the then
outstanding shares of the Company's Common Stock or the combined voting power of
the Company's then outstanding voting securities entitled to vote generally in
the election of directors (hereinafter referred to as the ownership of a
"Controlling Interest") excluding, for this purpose, any acquisitions by (1) the
Company or its Subsidiaries, (2) any person, entity or "group" that as of the
date on which the Option is granted owns beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a
Controlling Interest or (3) any employee benefit plan of the Company or its
Subsidiaries.

                           The Committee or the Board may in its sole
discretion, accelerate the date on which any Option may be exercised and may
accelerate the vesting of any Shares subject to any Option or previously
acquired by the exercise of any Option.

                  Termination of Option Period. Unless otherwise  provided in
any Option agreement, the unexercised portion of any Option shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of the following:

                           three months after the date on which the Optionee's
employment is terminated other than by reason of (A) Cause, which, solely for
purposes of this Plan, shall mean the termination of the Optionee's employment
by reason of the Optionee's willful misconduct or gross negligence, (B) a
mental or physical disability (within the meaning of Internal Revenue Code
Section 22(e)) of the Optionee as determined by a medical doctor satisfactory
to the Committee, or (C) death of the Optionee;

                           immediately upon the termination of the Optionee's
employment for Cause;

                           twelve  months after the date on which the
Optionee's employment is terminated by reason of a mental or physical
disability (within the meaning of Internal Revenue Code Section 22(e)) as
determined by a medical doctor satisfactory to the Committee or the Board;

                                    (A) twelve months after the date of
termination of the Optionee's employment by reason of death of
the Optionee, or, if later, (B) three months after the date on which the
Optionee shall die if such death shall occur during the one year period
specified in Subsection 9(a)(iii) hereof.

All references herein to the termination of the Optionee's employment shall, in
the case of a Optionee who is not an employee of the Company or a Subsidiary,
refer to the termination of the Optionee's service with the Company.

                           To the extent not previously exercised, (i) each
Option shall terminate immediately in the event of (1) the liquidation or
dissolution of the Company, or (2) any reorganization, merger, consolidation or
other form of corporate transaction in which the Company does not survive,
unless the successor corporation, or a parent or subsidiary of such successor
corporation, assumes the Option or substitutes an equivalent option or right
pursuant to Section 10(c) hereof, and (ii) the Committee or the Board in its
sole discretion may by written notice ("cancellation notice") cancel, effective
upon the consummation of any corporate transaction described in Subsection
8(b)(i) hereof in which the Company does survive, any Option that remains
unexercised on such date. The Committee or the Board shall give written notice
of any proposed transaction referred to in this Section 9(b) a reasonable period
of time prior to the closing date for such transaction (which notice may be
given either before or after approval of such transaction), in order that
Optionees may have a reasonable period of time prior to the closing date of such
transaction within which to exercise any Options that then are exercisable
(including any Options that may become exercisable upon the closing date of such
transaction). An Optionee may condition his exercise of any Option upon the
consummation of a transaction referred to in this Section 9(b).


                  Adjustment of Shares.

                           If at any time while the Plan is in effect or
unexercised Options are outstanding, there shall be any increase or decrease in
the number of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in such event:

                                    appropriate adjustment shall be made in the
maximum number of Shares available for grant under the
Plan, or available for grant to any person under the Plan, so that the same
percentage of the Company's issued and outstanding Shares shall continue to be
subject to being so optioned; and

                                    the Board or the Committee may, in its
discretion,  make any  adjustments it deems  appropriate in the number of
Shares and the exercise price per Share thereof then subject to any
outstanding Option, so that the same percentage of the Company's issued and
outstanding Shares shall remain subject to purchase at the same aggregate
exercise price.

                           Unless otherwise provided in any Option, the
Committee or the Board may change the terms of Options outstanding under this
Plan, with respect to the option price or the number of Shares subject to the
Options, or both, when, in the Committee's or Board's sole discretion, such
adjustments become appropriate so as to preserve but not increase benefits under
the Plan.

                           In the event of a proposed sale of all or
substantially all of the Company's assets or any reorganization, merger,
consolidation or other form of corporate transaction in which the Company does
not survive, where the securities of the successor corporation, or its parent
company, are issued to the Company's shareholders, then the successor
corporation or a parent of the successor corporation may, with the consent of
the Committee or the Board, assume each outstanding Option or substitute an
equivalent option or right. If the successor corporation, or its parent, does
not cause such an assumption or substitution to occur, or the Committee or the
Board does not consent to such an assumption or substitution, then each Option
shall terminate pursuant to Section 9(b) hereof upon the consummation of sale,
merger, consolidation or other corporate transaction.

                           Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with a direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made to, the number of or exercise price
for Shares then subject to outstanding Options granted under the Plan.

                           Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities,
or preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

                  Transferability of Options and Shares.

                           No Incentive Stock Option, and unless the prior
written consent of the Committee or the Board is obtained (which consent may be
withheld for any reason) and the transaction does not violate the requirements
of Rule 16b-3 promulgated under the Securities Exchange Act no Non-Qualified
Stock Option, shall be subject to alienation, assignment, pledge, charge or
other transfer other than by the Optionee by will or the laws of descent and
distribution, and any attempt to make any such prohibited transfer shall be
void. Each Option shall be exercisable during the Optionee's lifetime only by
the Optionee, or in the case of a Non-Qualified Stock Option that has been
assigned or transferred with the prior written consent of the Committee or the
Board, only by the permitted assignee.

                           No Shares acquired by an Officer or Director pursuant
to the exercise of an Option may be sold, assigned, pledged or otherwise
transferred prior to the expiration of the six-month period following the date
on which the Option was granted, unless the transaction does not violate the
requirements of Rule 16b-3 promulgated under the Securities Exchange Act.

                  Issuance of Shares.

                           Notwithstanding any other provision of this Plan, the
Company shall not be obligated to issue any Shares unless it is advised by
counsel of its selection that it may do so without violation of the applicable
Federal and State laws pertaining to the issuance of securities, and may require
any stock so issued to bear a legend, may give its transfer agent instructions,
and may take such other steps, as in its judgment are reasonably required to
prevent any such violation.

                           As a condition to any sale or issuance of Shares upon
exercise of any Option, the Committee or the Board may require such agreements
or undertakings as the Committee or the Board may deem necessary or advisable to
facilitate compliance with any applicable law or regulation including, but not
limited to, the following:

                                    a representation and warranty by the
Optionee to the Company, at the time any Option is exercised, that he is
acquiring  the  Shares to be issued to him for investment  and not with a view
to, or for sale in connection with, the distribution of any such Shares; and

                                    a representation, warranty and/or agreement
to be bound by any legends  ndorsed upon the certificate(s)for such Shares that
are, in the opinion of the Committee or the Board, necessary or appropriate to
facilitate compliance with the provisions of any securities laws deemed by the
Committee or the Board to be applicable to the issuance and transfer of such
Shares.

         Administration of the Plan.

                           The Plan shall be administered by the Board or by a
committee appointed by the Board (the "Committee") which shall be composed of
two or more Directors all of whom shall be Outside Directors. The membership of
the Committee shall be constituted so as to comply at all times with the
applicable requirements of Rule 16b-3 promulgated under the Securities Exchange
Act and Section 162(m) of the Internal Revenue Code. The Committee shall serve
at the pleasure of the Board and shall have the powers designated herein and
such other powers as the Board may from time to time confer upon it.

                           The Board may grant Options pursuant to this Plan to
Directors who are not employees of the Company or any Subsidiary and/or other
persons to whom Options may be granted under Section 5(a) hereof.

                           The  Committee or the Board, from time to time, may
 adopt rules and regulations for carrying out the purposes of the Plan. The
determinations by the Committee or the Board, and the interpretation and
construction of any provision of the Plan or any Option by the Committee or the
 Board, shall be final and conclusive.

                           Any and all decisions or determinations of the
Committee shall be made either (i) by a majority vote of the members of the
Committee at a meeting or (ii) without a meeting by the unanimous written
approval of the members of the Committee.

          Withholding or Deduction for Taxes. If at any time specified herein
for the making of any issuance or delivery of any Option or Common Stock to any
Optionee or beneficiary, any law or regulation of any governmental authority
having jurisdiction in the premises shall require the Company to withhold, or
to make any deduction for, any taxes or take any other action in connection
with the issuance or delivery then to be made, such issuance or delivery shall
be deferred until such withholding or deduction shall have been provided for
by the Optionee or beneficiary, or other appropriate action shall have been
taken.

         Interpretation.

                           As it is the intent of the Company that the Plan
comply in all respects with Rule 16b-3 promulgated under the Securities Exchange
Act ("Rule 16b-3"), any ambiguities or inconsistencies in construction of the
Plan shall be interpreted to give effect to such intention, and if any provision
of the Plan is found not to be in compliance with Rule 16b-3, such provision
shall be deemed null and void to the extent required to permit the Plan to
comply with Rule 16b-3. The Committee or the Board may from time to time adopt
rules and regulations under, and amend, the Plan in furtherance of the intent of
the foregoing.

                           The Plan and any Option agreements entered into
pursuant to the Plan shall be administered and interpreted so that all Incentive
Stock Options granted under the Plan will qualify as Incentive Stock Options
under section 422 of the Internal Revenue Code. If any provision of the Plan or
any such Option agreement should be held invalid for the granting of Incentive
Stock Options or illegal for any reason, such determination shall not affect the
remaining provisions hereof, but instead the Plan and the Option agreement shall
be construed and enforced as if such provision had never been included in the
Plan or the Option agreement.

                           This Plan shall be governed by the laws of the
State of Florida.

                           Headings  contained in this Plan are for convenience
only and shall in no manner be construed as part of this Plan.

                           Any reference to the masculine, feminine, or neuter
gender shall be a reference to such other gender as is appropriate.

          Amendment and Discontinuation of the Plan. The Committee or
the Board may from time to time amend, suspend or terminate the Plan or any
Option; provided, however, that, any amendment to the Plan shall be subject to
the approval of the Company's shareholders if such shareholder approval is
required by any federal or state law or regulation (including, without
limitation, Rule 16b-3 or to comply with Section 162(m) of the Internal Revenue
Code) or the rules of any Stock exchange or automated quotation system on which
the Common Stock may then be listed or granted. Except to the extent provided in
Sections 9 and 10 hereof, no amendment, suspension or termination of the Plan or
any Option issued hereunder shall substantially impair the rights or benefits of
any Optionee pursuant to any Option previously granted without the consent of
the Optionee.

          Effective Date and Termination Date. The effective date of the
Plan is April 1, 1999, the date on which the Board adopted this Plan, and the
Plan shall terminate on March 31, 2009. The Plan shall be submitted to the
shareholders of the Company for their approval and adoption and Options
hereunder may be granted prior to such approval and adoption but contingent upon
such approval and adoption.



<PAGE>
                                   EXHIBIT 5.1



March 23, 2004


Devcon International Corp.
1350 East Newport Drive
Deerfield Beach, Florida 33442

         Re:      Registration Statement on Form S-8 for the Devcon
                  International Corp. Amended 1999 Stock Option Plan

Ladies and Gentlemen:

         On the date hereof, Devcon International Corp, a Florida corporation
(the "Company"), sent for filing with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the offering and sale by the Company of an
additional 250,000 shares of the Company's Common Stock, par value $0.10 per
share (the "Common Stock"), pursuant to stock options ("Options") granted or to
be granted under the Company's Amended 1999 Stock Option Plan (the "Plan"). We
have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.

         In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Amended and Restated
Articles of Incorporation and Bylaws of the Company; (ii) records of corporate
proceedings of the Company authorizing the Plan; (iii) the Registration
Statement and exhibits thereto; and (iv) such other documents and instruments as
we have deemed necessary for the expression of the opinions herein contained. In
making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to various questions of fact material to
this opinion, we have relied, to the extent we deemed reasonably appropriate,
upon representations of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
checking or verifying the accuracy of such documents, records and instruments.

         Based upon the foregoing examination, we are of the opinion that the
Company presently has available approximately 11,616,827 shares of authorized
and unissued Common Stock from which the additional 250,000 shares of Common
Stock proposed to be sold pursuant to the exercise of Options granted under the
Plan may be issued. In addition, assuming that the Company maintains an adequate
number of authorized and unissued shares of Common Stock available for issuance
to those persons who exercise their Options, and that the consideration for the
underlying shares of Common Stock issued pursuant to the Options is actually
received by the Company as provided in the Plan, we are of the opinion that the
shares of Common Stock issued pursuant to the exercise of Options granted under
and in accordance with the terms of the Plan will be duly and validly issued,
fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.

                                   Sincerely,

                                                      GREENBERG TRAURIG, P.A.

                                                       /s/ Robert Grossman
                                                       By: Robert Grossman
<PAGE>




                                  EXHIBIT 23.1


                          Independent Auditors' Consent





The Board of Directors
Devcon International Corp.:


We consent to the use of our report dated March 5, 2004, with respect to the
consolidated balance sheets of Devcon International Corp. and subsidiaries as of
December 31, 2003 and 2002, and the related consolidated statements of
operations, stockholders' equity and comprehensive (loss) income, and cash flows
for each of the years in the three-year period ended December 31, 2003,
incorporated by reference into this Registration Statement on Form S-8.


                                                     /s/ KPMG LLP

Fort Lauderdale, Florida
March 22, 2004
[{"type": "S-8", "sequence": "1", "filename": "s8032204.txt", "secsgml_size_bytes": 48344}]
{"company-data": {"conformed-name": "DEVCON INTERNATIONAL CORP", "cik": "0000028452", "assigned-sic": "3270", "irs-number": "590671992", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113853", "film-number": "04685202"}, "business-address": {"street1": "1350 E NEWPORT CENTER DR", "street2": "STE 201", "city": "DEERFIELD BEACH", "state": "FL", "zip": "33443", "phone": "3054291500"}, "mail-address": {"street1": "1350 E NEWPORT CENTER DR", "street2": "SUITE 201", "city": "DEERFIELD BEACH", "state": "FL", "zip": "33442"}}
As filed with the Securities and Exchange Commission on March 23, 2004
===============================================================================
                     Registration Statement No. 333-________
===============================================================================

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               -------------------

                           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 East Newport Center Drive, Suite 201
                         Deerfield Beach, Florida 33442
                                 (954) 429-1500
          -------------------------------------------------------------
                    (Address of Principal Executive Offices)

                         Amended 1999 Stock Option Plan
 ------------------------------------------------------------------------------

                              Donald L. Smith, Jr.
                      Chairman and Chief Executive Officer
                           Devcon International Corp.
                    1350 East Newport Center Drive, Suite 201
                         Deerfield Beach, Florida 33442
               ---------------------------------------------------
                     (Name and address of agent for service)

                                 (954) 429-1500
               ---------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Robert L. Grossman, Esq.
                             Greenberg Traurig, P.A.
                              1221 Brickell Avenue
                              Miami, Florida 33131
                                 (305) 579-0756
                               -------------------

                         CALCULATION OF REGISTRATION FEE
========================================== ==================== ======================== ====================== ===================

                                                                   Proposed maximum            Proposed
           Title of securities                Amount to be          Offering price         maximum aggregate         Amount of
            to be registered                   registered            per share(1)          offering price(1)      registration fee
------------------------------------------ -------------------- ------------------------  --------------------- -------------------

Common Stock                                     250,000             $6.49 - $8.35            $1,943,354              $246.22
  $.10 par value......................           shares
========================================== ==================== ======================== ====================== ===================
(1)   Estimated solely for the purpose of calculating the registration fee
      which was computed in accordance with Rule 457(h) on the basis of the (i)
      actual exercise prices of $6.49, $6.93, $8.35 and $8.01 for an aggregate
      of 8,200, 60,000, 50,000 and 20,000 options to purchase Common Stock being
      registered, respectively, which have already been granted under the Devcon
      International Corp. Amended 1999 Stock Option Plan (the "Plan"), (ii) the
      average of the high and low price of a share of Common Stock as reported
      by the Nasdaq National Market on March 22, 2004, (which was $8.02 with
      respect to 111,800 shares of Common Stock subject to future grants of
      options under the Plan).
REGISTRATION OF ADDITIONAL SECURITIES

          INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE

This Registration Statement is being filed to register an additional 250,000
shares of common stock, par value $0.10 per share ("Common Stock"), of Devcon
International Corp. ("Devcon") for offer and sale under the Amended 1999 Stock
Option Plan (the "Plan"). The earlier Registration Statement on Form S-8 filed
by Devcon with the Securities and Exchange Commission on December 12, 1999 (File
No. 333-92231) relating to the Plan is incorporated by reference in this
Registration Statement. This incorporation is made under General Instruction E
of Form S-8 regarding the registration of additional securities of the same
class as other securities for which there has been filed a Registration
Statement on Form S-8 relating to the same employee benefit plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

          Exhibit
          Number                            Description
-------------------------------------------------------------------------------
       4.1       Registrant's Amended and Restated Articles of Incorporation(1)
       4.2       Registrant's Amended and Restated Bylaws(2)
       4.3       Amended 1999 Stock Option Plan
       5.1       Opinion of Greenberg Traurig, P.A.
      23.1       Consent of KPMG LLP
      23.2       Consent of  Greenberg Traurig, P.A. (contained in its opinion
                 filed as Exhibit 5.1 hereto)
(1)      Incorporated by reference to Exhibit 3.1 filed with the Registrant's
         Registration Statement on Form S-2 (Reg. No. 33-31107).

(2)      Incorporated by reference to  Exhibit 3.2 filed with the Registrant's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
SIGNATURES

         Pursuant to the requirements of the Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Deerfield Beach, State of Florida on March 23, 2004.

                                                  DEVCON INTERNATIONAL CORP.

                                              By:/s/ Donald L. Smith, Jr.
                                                 -----------------------
                                              Name:   Donald L. Smith, Jr.
                                              Title:  Chairman of the Board and
                                                        Chief Executive Officer

         Pursuant to the requirements of the Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature                                         Title                               Date
--------------------------------------------------------------------------------------------------------------
/s/ Donald L. Smith,                    Chairman of the Board and Chief Executive Officer      March 23, 2004
Jr. Donald L. Smith, Jr.
--------------------------------------------------------------------------------------------------------------
/s/ Richard L. Hornsby                  Senior Vice President and Director                     March 23, 2004
Richard L. Hornsby
--------------------------------------------------------------------------------------------------------------
/s/ Robert D. Armstrong                 Director                                               March 23, 2004
Robert D. Armstrong
--------------------------------------------------------------------------------------------------------------
/s/ Jose A. Bechara, Jr.                Director                                               March 23, 2004
Jose A. Bechara, Jr.
--------------------------------------------------------------------------------------------------------------
/s/ Gustavo R. Benejam                  Director                                               March 23, 2004
Gustavo R. Benejam
--------------------------------------------------------------------------------------------------------------
/s/ James R. Cast                       Director                                               March 23, 2004
James R. Cast
--------------------------------------------------------------------------------------------------------------
/s/ W. Douglas Pitts                    Director                                               March 23, 2004
W. Douglas Pitts
--------------------------------------------------------------------------------------------------------------
EXHIBIT INDEX

 Exhibit
  Number                                           Description
 -------                                           -----------
4.1    Registrant's Amended and Restated Articles of Incorporation(1)
4.2    Registrant's Amended and Restated Bylaws(2)
4.3    Amended 1999 Stock Option Plan
5.1    Opinion of Greenberg Traurig, P.A.
23.1   Consent of KPMG LLP
23.2   Consent of  Greenberg Traurig,  P.A. (contained in its opinion filed as
       Exhibit 5.1 hereto)
----------------------------

(1)   Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Registration Statement on Form S-2 (Reg. No. 33-31107).

(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998.
EXHIBIT 4.3

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

                           DEVCON INTERNATIONAL CORP.
                         AMENDED 1999 STOCK OPTION PLAN

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

                  Purpose. The purpose of this Plan is to advance the interests
of DEVCON INTERNATIONAL CORP., a Florida corporation (the "Company"), and its
Subsidiaries by providing an additional incentive to attract and retain
qualified and competent persons who provide services to the Company and its
Subsidiaries, and upon whose efforts and judgment the success of the Company and
its Subsidiaries is largely dependent, through the encouragement of stock
ownership in the Company by such persons.

              Definitions. As used herein, the following terms shall have the
 meaning indicated:

                  "Board" shall mean the Board of Directors of the Company.

                  "Committee" shall mean the committee appointed by the Board
pursuant to Section 13(a) hereof.

                  "Common Stock" shall mean the Company's Common Stock, par
value $0.10 per share.

                  "Director" shall mean a member of the Board.

                  "Fair Market Value" of a Share on any date of reference shall
mean the "Closing Price" (as defined below) of the Common Stock on the business
 day immediately preceding such date, unless the Committee or the Board in its
sole discretion shall determine otherwise in a fair and uniform manner. For the
purpose of determining Fair Market Value, the "Closing Price" of the Common
 Stock on any business day shall be (i) if the Common Stock is listed or
admitted for trading on any United States national securities exchange, or if
actual transactions are otherwise reported on a consolidated transaction
reporting system, the last reported sale price of Common Stock on such exchange
or reporting system, as reported in any newspaper of general circulation, (ii)
if the Common Stock is quoted on the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), or any similar system of automated
dissemination of quotations of securities prices in common use, the last
reported sale price of Common Stock on such system or, if sales prices are not
reported, the mean between the closing high bid and low asked quotations for
such day of Common Stock on such system, as reported in any newspaper of general
circulation or (iii) if neither clause (i) or (ii) is applicable, the mean
between the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau, Incorporated if at least two securities
dealers have inserted both bid and asked quotations for Common Stock on at least
five of the ten preceding days. If neither (i), (ii), or (iii) above is
applicable, then Fair Market Value shall be determined in good faith by the
Committee or the Board in a fair and uniform manner.

                  "Incentive  Stock  Option" shall mean an incentive stock
option as defined in Section 422 of the Internal Revenue Code.

                  "Internal Revenue Code" shall mean the Internal Revenue Code
 of 1986, as amended from time to time.

                  "Non-Qualified Stock Option" shall mean an Option which is
not an Incentive Stock Option.

                  "Officer" shall mean the Company's Chairman of the Board,
President, Chief Executive Officer, principal financial officer, principal
accounting  fficer, any vice-president of the Company in charge of a principal
business unit, division or function (such as sales, administration or finance),
any other officer who performs a policy-making  function, or any other person
who performs similar policy-making functions for the Company. Officers of
Subsidiaries shall be deemed Officers of the Company if they perform such
policy-making functions for the Company. As used in this paragraph, the phrase
"policy-making  function" does not include  policy-making functions that are
not significant. If pursuant to Item 401(b) of Regulation S-K (17
C.F.R.ss.229.401(b)) the Company  identifies a person as an "executive officer,"
 the person so identified  shall be deemed an "Officer" even though such person
may not otherwise be an "Officer" pursuant to the foregoing provisions of this
paragraph.

                  "Option" (when capitalized) shall mean any option granted
under this Plan.

                  "Optionee" shall mean a person to whom a stock option
is granted under this Plan or any person who succeeds to the rights of such
person under this Plan by reason of the death of such person.

                  "Outside Director" shall mean a member of the Board
who qualifies as an "outside director" under Section 162(m) of the Internal
Revenue Code and the regulations thereunder and as a "Non-Employee Director"
under Rule 16b-3 promulgated under the Securities Exchange Act.

                  "Plan" shall mean this 1999 Stock Option Plan for the
Company.

                  "Securities Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.

                  "Share" shall mean a share of Common Stock.

                  "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company
if, at the time of the granting of the Option, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

         Shares Available for Option Grants.

                           The Committee or the Board may
grant to Optionees from time to time Options to purchase an aggregate of up to
Six Hundred Thousand (600,000) Shares from the Company's authorized and unissued
Shares. If any Option granted under the Plan shall terminate, expire, or be
cancelled or surrendered as to any Shares, new Options may thereafter be granted
covering such Shares.

         Incentive and Non-Qualified Options.

                           An Option granted hereunder shall be either an
Incentive  Stock Option or a  Non-Qualified Stock Option as determined by the
Committee or the Board at the time of grant of such Option and shall clearly
state whether it is an Incentive  Stock Option or a  Non-Qualified  Stock
Option.  All Incentive Stock Options shall be granted within 10 years from the
effective date of this Plan.  Incentive Stock Options may not be granted to
any person who is not an employee of the Company or any Subsidiary.

                           Options otherwise qualifying as Incentive Stock
Options hereunder will not be treated as Incentive Stock Options to the extent
that the aggregate fair market value (determined at the time the Option is
granted) of the Shares, with respect to which Options meeting the requirements
of Section 422(b) of the Internal Revenue Code are exercisable for the first
time by any individual during any calendar year (under all plans of the Company
and its parent and subsidiary corporations as defined in Section 424 of the
Internal Revenue Code), exceeds $100,000.

         Conditions for Grant of Options.

                           Each Option shall be evidenced by an option agreement
that may contain any term deemed necessary or desirable by the Committee or the
Board, provided such terms are not inconsistent with this Plan or any applicable
law. Optionees shall be (i) those persons selected by the Committee or the Board
from the class of all regular employees of , or persons who provide consulting
or other services as independent contractors to, the Company or its
Subsidiaries, including Directors and Officers who are regular employees, and
(ii) Directors who are not employees of the Company or of any Subsidiaries. Any
person who files with the Committee or the Board, in a form satisfactory to the
Committee or the Board, a written waiver of eligibility to receive any Option
under this Plan shall not be eligible to receive any Option under this Plan for
the duration of such waiver.

                           In granting Options, the Committee or the Board shall
take into consideration the contribution the person has made to the success of
the Company or its Subsidiaries and such other factors as the Committee or the
Board shall determine. The Committee or the Board shall also have the authority
to consult with and receive recommendations from officers and other personnel of
the Company and its Subsidiaries with regard to these matters. The Committee or
the Board may from time to time in granting Options under the Plan prescribe
such other terms and conditions concerning such Options as it deems appropriate,
including, without limitation, (i) prescribing the date or dates on which the
Option becomes exercisable, (ii) providing that the Option rights accrue or
become exercisable in installments over a period of years, or upon the
attainment of stated goals or both, or (iii) relating an Option to the continued
employment of the Optionee for a specified period of time, provided that such
terms and conditions are not more favorable to an Optionee than those expressly
permitted herein.

                           The Options granted to employees under this Plan
shall be in addition to regular salaries, pension, life insurance or other
benefits related to their employment with the Company or its Subsidiaries.
Neither the Plan nor any Option granted under the Plan shall confer upon any
person any right to employment or continuance of employment by the Company or
its Subsidiaries.

                           Notwithstanding any other provision of this Plan, an
Incentive Stock Option shall not be granted to any person owning directly or
indirectly (through attribution under Section 424(d) of the Internal Revenue
Code) at the date of grant, stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company (or of its parent or
subsidiary corporation (as defined in Section 424 of the Internal Revenue Code)
at the date of grant) unless the option price of such Option is at least 110% of
the Fair Market Value of the Shares subject to such Option on the date the
Option is granted, and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted.

                           Notwithstanding any other provision of this Plan, and
in addition to any other requirements of this Plan, the aggregate number of
Options granted to any one Optionee may not exceed One Hundred Thousand
(100,000), subject to adjustment as provided in Section 10 hereof.

                  Option Price. The option price per Share of any Option shall
be any price determined by the Committee or the Board but shall not be less than
the par value per Share; provided, however, that in no event shall the option
price per Share of any Incentive Stock Option be less than the Fair Market Value
of the Shares underlying such Option on the date such Option is granted.

                  Exercise of Options. An Option shall be deemed exercised when
(i) the Company has received written notice of such exercise in accordance with
the terms of the Option, (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii) arrangements
that are satisfactory to the Committee or the Board in its sole discretion have
been made for the Optionee's payment to the Company of the amount that is
necessary for the Company or Subsidiary employing the Optionee to withhold in
accordance with applicable Federal or state tax withholding requirements. The
consideration to be paid for the Shares to be issued upon exercise of an Option
as well as the method of payment of the exercise price and of any withholding
and employment taxes applicable thereto, shall be determined by the Committee or
the Board and may in the discretion of the Committee or the Board consist of:
(1) cash, (2) certified or official bank check, (3) money order, (4) Shares that
have been held by the Optionee for at least six (6) months (or such other Shares
as the Company determines will not cause the Company to recognize for financial
accounting purposes a charge for compensation expense), (5) the withholding of
Shares issuable upon exercise of the Option, (6) pursuant to a "cashless
exercise" procedure, by delivery of a properly executed exercise notice together
with such other documentation, and subject to such guidelines, as the Board or
the Committee shall require to effect an exercise of the Option and delivery to
the Company by a licensed broker acceptable to the Company of proceeds from the
sale of Shares or a margin loan sufficient to pay the exercise price and any
applicable income or employment taxes, or (7) in such other consideration as the
Committee or the Board deems appropriate, or by a combination of the above. In
the case of an Incentive Stock Option, the permissible methods of payment shall
be specified at the time the Option is granted. The Committee or the Board in
its sole discretion may accept a personal check in full or partial payment of
any Shares. If the exercise price is paid in whole or in part with Shares, or
through the withholding of Shares issuable upon exercise of the Option, the
value of the Shares surrendered or withheld shall be their Fair Market Value on
the date the Option is exercised. The Company in its sole discretion may, on an
individual basis or pursuant to a general program established in connection with
this Plan, lend money to an Optionee, guarantee a loan to an Optionee, or
otherwise assist an Optionee to obtain the cash necessary to exercise all or a
portion of an Option granted hereunder or to pay any tax liability of the
Optionee attributable to such exercise. If the exercise price is paid in whole
or part with Optionee's promissory note, such note shall (i) provide for full
recourse to the maker, (ii) be collateralized by the pledge of the Shares that
the Optionee purchases upon exercise of such Option, (iii) bear interest at the
prime rate of the Company's principal lender, and (iv) contain such other terms
as the Committee or the Board in its sole discretion shall reasonably require.
No Optionee shall be deemed to be a holder of any Shares subject to an Option
unless and until a stock certificate or certificates for such Shares are issued
to such person(s) under the terms of this Plan. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as expressly provided in
Section 10 hereof.

                  Exercisability of Options. Any Option shall become exercisable
in such amounts, at such intervals and upon such terms as the Committee or the
Board shall provide in such Option, except as otherwise provided in this Section
8.

                           The expiration date of an Option shall be determined
by the Committee or the Board at the time of grant, but in no event shall an
Option be exercisable after the expiration of 10 years from the date on which
the Option is granted.

                           Unless otherwise provided in any Option, each
outstanding Option shall become immediately fully exercisable in the event of a
"Change in Control" or in the event that the Committee or the Board exercises
its discretion to provide a cancellation notice with respect to the Option
pursuant to Section 9(b) hereof. For this purpose, the term "Change in Control"
shall mean:

                            Approval by the  shareholders of the Company of a
reorganization,  merger,  consolidation or other form of corporate transaction
or series of transactions, in each case, with respect to which persons who were
the shareholders of the Company immediately prior to such reorganization,
merger or consolidation or other transaction do not, immediately thereafter,
own more than 50% of the combined voting power entitled to vote generally in
the election of directors of the reorganized, merged or consolidated company's
then outstanding voting securities, in substantially the same proportions as
their ownership immediately prior to such reorganization, merger, consolidation
or other transaction, or a liquidation or dissolution of the Company or the
sale of all or substantially all of the assets of the Company (unless such
reorganization, merger, consolidation or other corporate transaction,
liquidation, dissolution or sale is subsequently abandoned); or

                               Individuals who, as of the date on which the
Option is granted, constitute the Board (the "Incumbent  Board") cease for any
reason to constitute at least a majority of the Board,  provided that any
person  becoming a director subsequent to the date on which the Option was
granted whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent  Board (other than an election or nomination
of an individual whose initial assumption of office is in connection with an
actual or threatened  election contest relating to the election of the
Directors of the Company, as such terms are used in Rule 14a-11 of Regulation
14A of Regulation 14A promulgated  under the  Securities  Exchange  Act) shall
be, for  purposes of this Agreement, considered as though such person were a
member of the Incumbent Board; or

                           (iii) the acquisition (other than from the Company)
by any person, entity or "group", within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act, of more than 25% of either the then
outstanding shares of the Company's Common Stock or the combined voting power of
the Company's then outstanding voting securities entitled to vote generally in
the election of directors (hereinafter referred to as the ownership of a
"Controlling Interest") excluding, for this purpose, any acquisitions by (1) the
Company or its Subsidiaries, (2) any person, entity or "group" that as of the
date on which the Option is granted owns beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a
Controlling Interest or (3) any employee benefit plan of the Company or its
Subsidiaries.

                           The Committee or the Board may in its sole
discretion, accelerate the date on which any Option may be exercised and may
accelerate the vesting of any Shares subject to any Option or previously
acquired by the exercise of any Option.

                  Termination of Option Period. Unless otherwise  provided in
any Option agreement, the unexercised portion of any Option shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of the following:

                           three months after the date on which the Optionee's
employment is terminated other than by reason of (A) Cause, which, solely for
purposes of this Plan, shall mean the termination of the Optionee's employment
by reason of the Optionee's willful misconduct or gross negligence, (B) a
mental or physical disability (within the meaning of Internal Revenue Code
Section 22(e)) of the Optionee as determined by a medical doctor satisfactory
to the Committee, or (C) death of the Optionee;

                           immediately upon the termination of the Optionee's
employment for Cause;

                           twelve  months after the date on which the
Optionee's employment is terminated by reason of a mental or physical
disability (within the meaning of Internal Revenue Code Section 22(e)) as
determined by a medical doctor satisfactory to the Committee or the Board;

                                    (A) twelve months after the date of
termination of the Optionee's employment by reason of death of
the Optionee, or, if later, (B) three months after the date on which the
Optionee shall die if such death shall occur during the one year period
specified in Subsection 9(a)(iii) hereof.

All references herein to the termination of the Optionee's employment shall, in
the case of a Optionee who is not an employee of the Company or a Subsidiary,
refer to the termination of the Optionee's service with the Company.

                           To the extent not previously exercised, (i) each
Option shall terminate immediately in the event of (1) the liquidation or
dissolution of the Company, or (2) any reorganization, merger, consolidation or
other form of corporate transaction in which the Company does not survive,
unless the successor corporation, or a parent or subsidiary of such successor
corporation, assumes the Option or substitutes an equivalent option or right
pursuant to Section 10(c) hereof, and (ii) the Committee or the Board in its
sole discretion may by written notice ("cancellation notice") cancel, effective
upon the consummation of any corporate transaction described in Subsection
8(b)(i) hereof in which the Company does survive, any Option that remains
unexercised on such date. The Committee or the Board shall give written notice
of any proposed transaction referred to in this Section 9(b) a reasonable period
of time prior to the closing date for such transaction (which notice may be
given either before or after approval of such transaction), in order that
Optionees may have a reasonable period of time prior to the closing date of such
transaction within which to exercise any Options that then are exercisable
(including any Options that may become exercisable upon the closing date of such
transaction). An Optionee may condition his exercise of any Option upon the
consummation of a transaction referred to in this Section 9(b).

                  Adjustment of Shares.

                           If at any time while the Plan is in effect or
unexercised Options are outstanding, there shall be any increase or decrease in
the number of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in such event:

                                    appropriate adjustment shall be made in the
maximum number of Shares available for grant under the
Plan, or available for grant to any person under the Plan, so that the same
percentage of the Company's issued and outstanding Shares shall continue to be
subject to being so optioned; and

                                    the Board or the Committee may, in its
discretion,  make any  adjustments it deems  appropriate in the number of
Shares and the exercise price per Share thereof then subject to any
outstanding Option, so that the same percentage of the Company's issued and
outstanding Shares shall remain subject to purchase at the same aggregate
exercise price.

                           Unless otherwise provided in any Option, the
Committee or the Board may change the terms of Options outstanding under this
Plan, with respect to the option price or the number of Shares subject to the
Options, or both, when, in the Committee's or Board's sole discretion, such
adjustments become appropriate so as to preserve but not increase benefits under
the Plan.

                           In the event of a proposed sale of all or
substantially all of the Company's assets or any reorganization, merger,
consolidation or other form of corporate transaction in which the Company does
not survive, where the securities of the successor corporation, or its parent
company, are issued to the Company's shareholders, then the successor
corporation or a parent of the successor corporation may, with the consent of
the Committee or the Board, assume each outstanding Option or substitute an
equivalent option or right. If the successor corporation, or its parent, does
not cause such an assumption or substitution to occur, or the Committee or the
Board does not consent to such an assumption or substitution, then each Option
shall terminate pursuant to Section 9(b) hereof upon the consummation of sale,
merger, consolidation or other corporate transaction.

                           Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with a direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made to, the number of or exercise price
for Shares then subject to outstanding Options granted under the Plan.

                           Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities,
or preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

                  Transferability of Options and Shares.

                           No Incentive Stock Option, and unless the prior
written consent of the Committee or the Board is obtained (which consent may be
withheld for any reason) and the transaction does not violate the requirements
of Rule 16b-3 promulgated under the Securities Exchange Act no Non-Qualified
Stock Option, shall be subject to alienation, assignment, pledge, charge or
other transfer other than by the Optionee by will or the laws of descent and
distribution, and any attempt to make any such prohibited transfer shall be
void. Each Option shall be exercisable during the Optionee's lifetime only by
the Optionee, or in the case of a Non-Qualified Stock Option that has been
assigned or transferred with the prior written consent of the Committee or the
Board, only by the permitted assignee.

                           No Shares acquired by an Officer or Director pursuant
to the exercise of an Option may be sold, assigned, pledged or otherwise
transferred prior to the expiration of the six-month period following the date
on which the Option was granted, unless the transaction does not violate the
requirements of Rule 16b-3 promulgated under the Securities Exchange Act.

                  Issuance of Shares.

                           Notwithstanding any other provision of this Plan, the
Company shall not be obligated to issue any Shares unless it is advised by
counsel of its selection that it may do so without violation of the applicable
Federal and State laws pertaining to the issuance of securities, and may require
any stock so issued to bear a legend, may give its transfer agent instructions,
and may take such other steps, as in its judgment are reasonably required to
prevent any such violation.

                           As a condition to any sale or issuance of Shares upon
exercise of any Option, the Committee or the Board may require such agreements
or undertakings as the Committee or the Board may deem necessary or advisable to
facilitate compliance with any applicable law or regulation including, but not
limited to, the following:

                                    a representation and warranty by the
Optionee to the Company, at the time any Option is exercised, that he is
acquiring  the  Shares to be issued to him for investment  and not with a view
to, or for sale in connection with, the distribution of any such Shares; and

                                    a representation, warranty and/or agreement
to be bound by any legends  ndorsed upon the certificate(s)for such Shares that
are, in the opinion of the Committee or the Board, necessary or appropriate to
facilitate compliance with the provisions of any securities laws deemed by the
Committee or the Board to be applicable to the issuance and transfer of such
Shares.

         Administration of the Plan.

                           The Plan shall be administered by the Board or by a
committee appointed by the Board (the "Committee") which shall be composed of
two or more Directors all of whom shall be Outside Directors. The membership of
the Committee shall be constituted so as to comply at all times with the
applicable requirements of Rule 16b-3 promulgated under the Securities Exchange
Act and Section 162(m) of the Internal Revenue Code. The Committee shall serve
at the pleasure of the Board and shall have the powers designated herein and
such other powers as the Board may from time to time confer upon it.

                           The Board may grant Options pursuant to this Plan to
Directors who are not employees of the Company or any Subsidiary and/or other
persons to whom Options may be granted under Section 5(a) hereof.

                           The  Committee or the Board, from time to time, may
 adopt rules and regulations for carrying out the purposes of the Plan. The
determinations by the Committee or the Board, and the interpretation and
construction of any provision of the Plan or any Option by the Committee or the
 Board, shall be final and conclusive.

                           Any and all decisions or determinations of the
Committee shall be made either (i) by a majority vote of the members of the
Committee at a meeting or (ii) without a meeting by the unanimous written
approval of the members of the Committee.

          Withholding or Deduction for Taxes. If at any time specified herein
for the making of any issuance or delivery of any Option or Common Stock to any
Optionee or beneficiary, any law or regulation of any governmental authority
having jurisdiction in the premises shall require the Company to withhold, or
to make any deduction for, any taxes or take any other action in connection
with the issuance or delivery then to be made, such issuance or delivery shall
be deferred until such withholding or deduction shall have been provided for
by the Optionee or beneficiary, or other appropriate action shall have been
taken.

         Interpretation.

                           As it is the intent of the Company that the Plan
comply in all respects with Rule 16b-3 promulgated under the Securities Exchange
Act ("Rule 16b-3"), any ambiguities or inconsistencies in construction of the
Plan shall be interpreted to give effect to such intention, and if any provision
of the Plan is found not to be in compliance with Rule 16b-3, such provision
shall be deemed null and void to the extent required to permit the Plan to
comply with Rule 16b-3. The Committee or the Board may from time to time adopt
rules and regulations under, and amend, the Plan in furtherance of the intent of
the foregoing.

                           The Plan and any Option agreements entered into
pursuant to the Plan shall be administered and interpreted so that all Incentive
Stock Options granted under the Plan will qualify as Incentive Stock Options
under section 422 of the Internal Revenue Code. If any provision of the Plan or
any such Option agreement should be held invalid for the granting of Incentive
Stock Options or illegal for any reason, such determination shall not affect the
remaining provisions hereof, but instead the Plan and the Option agreement shall
be construed and enforced as if such provision had never been included in the
Plan or the Option agreement.

                           This Plan shall be governed by the laws of the
State of Florida.

                           Headings  contained in this Plan are for convenience
only and shall in no manner be construed as part of this Plan.

                           Any reference to the masculine, feminine, or neuter
gender shall be a reference to such other gender as is appropriate.

          Amendment and Discontinuation of the Plan. The Committee or
the Board may from time to time amend, suspend or terminate the Plan or any
Option; provided, however, that, any amendment to the Plan shall be subject to
the approval of the Company's shareholders if such shareholder approval is
required by any federal or state law or regulation (including, without
limitation, Rule 16b-3 or to comply with Section 162(m) of the Internal Revenue
Code) or the rules of any Stock exchange or automated quotation system on which
the Common Stock may then be listed or granted. Except to the extent provided in
Sections 9 and 10 hereof, no amendment, suspension or termination of the Plan or
any Option issued hereunder shall substantially impair the rights or benefits of
any Optionee pursuant to any Option previously granted without the consent of
the Optionee.

          Effective Date and Termination Date. The effective date of the
Plan is April 1, 1999, the date on which the Board adopted this Plan, and the
Plan shall terminate on March 31, 2009. The Plan shall be submitted to the
shareholders of the Company for their approval and adoption and Options
hereunder may be granted prior to such approval and adoption but contingent upon
such approval and adoption.
EXHIBIT 5.1

March 23, 2004

Devcon International Corp.
1350 East Newport Drive
Deerfield Beach, Florida 33442

         Re:      Registration Statement on Form S-8 for the Devcon
                  International Corp. Amended 1999 Stock Option Plan

Ladies and Gentlemen:

         On the date hereof, Devcon International Corp, a Florida corporation
(the "Company"), sent for filing with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the offering and sale by the Company of an
additional 250,000 shares of the Company's Common Stock, par value $0.10 per
share (the "Common Stock"), pursuant to stock options ("Options") granted or to
be granted under the Company's Amended 1999 Stock Option Plan (the "Plan"). We
have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.

         In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Amended and Restated
Articles of Incorporation and Bylaws of the Company; (ii) records of corporate
proceedings of the Company authorizing the Plan; (iii) the Registration
Statement and exhibits thereto; and (iv) such other documents and instruments as
we have deemed necessary for the expression of the opinions herein contained. In
making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to various questions of fact material to
this opinion, we have relied, to the extent we deemed reasonably appropriate,
upon representations of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
checking or verifying the accuracy of such documents, records and instruments.

         Based upon the foregoing examination, we are of the opinion that the
Company presently has available approximately 11,616,827 shares of authorized
and unissued Common Stock from which the additional 250,000 shares of Common
Stock proposed to be sold pursuant to the exercise of Options granted under the
Plan may be issued. In addition, assuming that the Company maintains an adequate
number of authorized and unissued shares of Common Stock available for issuance
to those persons who exercise their Options, and that the consideration for the
underlying shares of Common Stock issued pursuant to the Options is actually
received by the Company as provided in the Plan, we are of the opinion that the
shares of Common Stock issued pursuant to the exercise of Options granted under
and in accordance with the terms of the Plan will be duly and validly issued,
fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.

                                   Sincerely,

                                                      GREENBERG TRAURIG, P.A.

                                                       /s/ Robert Grossman
                                                       By: Robert Grossman
EXHIBIT 23.1

                          Independent Auditors' Consent

The Board of Directors
Devcon International Corp.:

We consent to the use of our report dated March 5, 2004, with respect to the
consolidated balance sheets of Devcon International Corp. and subsidiaries as of
December 31, 2003 and 2002, and the related consolidated statements of
operations, stockholders' equity and comprehensive (loss) income, and cash flows
for each of the years in the three-year period ended December 31, 2003,
incorporated by reference into this Registration Statement on Form S-8.

                                                     /s/ KPMG LLP

Fort Lauderdale, Florida
March 22, 2004