PAGE 1                                       Registration No.


                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                                     
                                     
                                 FORM S-8
                                     
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     
                                     
                                     
                             DEVON GROUP, INC.
          (Exact name of registrant as specified in its charter)
                                     
       Delaware                                        03-0212800
(State of Incorporation)                  (I.R.S. Employer Identification No.)


    281 TRESSER BOULEVARD, SUITE 501, STAMFORD, CONNECTICUT 06901-3227
                 (Address of Principal Executive Offices)
                                     
                                     
          DEVON GROUP, INC. 1995 NON-QUALIFIED STOCK OPTION PLAN
                         (Full title of the plan)
                                     
                          ROBERT A. FRASCO, ESQ.
                Vice President, General Counsel and Secretary
                             DEVON GROUP, INC.
    281 Tresser Boulevard, Suite 501, Stamford, Connecticut 06901-3227
                  (Name and address of agent for service)
                                     
                              (203) 964-1444
       (Telephone number, including area code, of agent for service)
                                     
                                     
                      CALCULATION OF REGISTRATION FEE
                                     

                                 Proposed Maximum Proposed Maximum  Amount of
Title of Securities Amount to be    Offering         Aggregate     Registration
 to be Registered    Registered  Price Per Share   Offering Price      Fee

                                 205,000 shares at
                                 $34.25 per share
  Common Stock                   155,000 shares at
$.01  par  value  360,000 shares $37.875 per share  $12,891,875.00  $4,445.51



PAGE 2

                             DEVON GROUP, INC.
                   1995 NON-QUALIFIED STOCK OPTION PLAN
                                     
                                  PART I
                                     
             INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
                                     
                                     
    The document(s) containing the information specified in Part I will  be
sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act  of  1933.  Such documents are not being filed with the Securities  and
Exchange  Commission either as part of this registration  statement  or  as
prospectuses  or  prospectus  supplements  pursuant  to  Rule  424  of  the
Securities   Act.  Such  documents  incorporated  by  reference   in   this
registration  statement pursuant to Item 3 of Part II  of  this  Form  S-8,
taken  together,  constitute a prospectus that meets  the  requirements  of
Section 10(a) of the Securities Act of 1933.


                                  PART II
                                     
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                     
                                     
Item 3.   Incorporation of Documents by Reference

     All  reports and other documents subsequently filed by the Corporation
or  the  1995  Non-Qualified Stock Option Plan pursuant to  Section  13(a),
13(c),  14 and 15(d) of the Securities Exchange Act of 1934, prior  to  the
filing  of  a  post-effective amendment that indicates that all  securities
offered  hereby  have  been sold or which deregisters all  securities  then
remaining  unsold, shall be deemed to be incorporated by  reference  herein
and to be part hereof from the date of the filing of such documents.

     The  documents listed below, which have been filed by the  Corporation
with  the Securities and Exchange Commission, are specifically incorporated
herein by reference:


     (a)   Annual Report on Form 10-K for the fiscal year ended  March  31,
1995 of the Corporation.

     (b)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1995
of the Corporation.

     (c)  Each holder of shares of Common Stock is entitled to one vote for
each share in all matters to be voted on by stockholders.  The Common Stock
has  no  cumulative voting rights, which means that the holders  of  shares
entitled  to exercise more than 50% of the voting rights are able to  elect
100%  of  the directors.  Dividends may be paid to holders of Common  Stock
when, as, and if declared by the Board of Directors out of funds legally
available therefor.  In the   event  of  any  liquidation,  dissolution,
or winding-up of the Corporation, the

                                   II-2
                                     
PAGE 3

holders of Common Stock will be entitled to receive a pro rata share of the
net assets of the Corporation remaining after payment or provision for
payment of the debts and other liabilities of the Corporation.  The  shares
of  Common  Stock,  including the shares offered hereby,  will  be  legally
issued, fully-paid, and nonassessable, and the holders thereof will not  be
entitled to any preemptive, subscription, redemption, or conversion rights.

     The  registrar  and transfer agent for the Common  Stock  is  Chemical
Mellon Financial Services.

Item 4.  Description of Securities

         Not applicable.

Item 5. Interests of Named Experts and Counsel

    The validity of the issuance of the shares registered hereunder will be
passed  upon by Robert A. Frasco, General Counsel of the Corporation.   Mr.
Frasco  has  been granted stock options pursuant to the 1995  Non-Qualified
Stock  Option Plan, whereby he has the right to purchase 20,000  shares  of
the  Common Stock of the Corporation for $34.25 per share at various  dates
between  January 26, 1996 and July 25, 2001.  Mr. Frasco  is  also  a  Vice
President and the Secretary of the Corporation.

      The  financial  statements  and  schedule  of  the  Corporation   and
consolidated subsidiaries as of March 31, 1995 and 1994 and for each of the
years  in  the  three-year-period ended March 31, 1995,  incorporated  by
reference herein, have been so incorporated in reliance upon the reports of
KPMG   Peat   Marwick   LLP,  independent  certified  public   accountants,
incorporated  by reference herein, and upon the authority of said  firm  as
experts  in accounting and auditing.  To the extent that KPMG Peat  Marwick
LLP  audits  and  reports on financial statements of  the  Corporation  and
consolidated subsidiaries issued at future dates, and consents to  the  use
of   their  report  thereon,  such  financial  statements  also   will   be
incorporated  by reference in this registration statement in reliance  upon
their report and said authority.

Item 6. Indemnification of Directors and Officers

     Article IX, Sections 1 and 2 of the By-Laws of the Corporation read as
follows:

    "SECTION 1.  Indemnification.  (a)  Any person made, or threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
the reason of the fact that he, his testator or intestate is or was a
director, officer, employee or agent of the Corporation shall be
indemnified by the Corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding, or in connection with any appeal therein; provided, that such
person acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Corporation, or with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct
                                     
                                   II-3
PAGE 4

unlawful; except, in the case of an action, suit or proceeding by or in the
right  of  the Corporation in relation to matters as to which it  shall  be
adjudged  in  such action, suit or proceeding that such director,  officer,
employee or agent is liable for negligence or misconduct in the performance
of  his  duties,  unless a court having jurisdiction shall determine  that,
despite such adjudication, such person is fairly and reasonably entitled to
indemnification.

    (b)  Without limitation of any right conferred by paragraph (a) of this
Section,  any  person  made, or threatened to  be  made,  a  party  to  any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact  that  he,
his  testator or intestate is or was a director, officer, employee or agent
of  the  Corporation, and is or was serving as a fiduciary of, or otherwise
rendering  services  to, any employee benefit plan of or  relating  to  the
Corporation,  shall  be  indemnified by the  Corporation  against  expenses
(including  attorneys' fees), judgments, fines, excise  taxes  and  amounts
paid  in  settlement actually and reasonably incurred by him in  connection
with  such  action, suit or proceeding, or in connection  with  any  appeal
therein; provided, that such person acted in good faith and in a manner  he
reasonably believed to be in, or not opposed to, the best interests of  the
Corporation,  or  with respect to a criminal action or proceeding,  had  no
reasonable cause to believe his conduct was unlawful; except in the case of
an  action,  suit  or proceeding by or in the right of the  Corporation  in
relation  to matters as to which it shall be adjudged in such action,  suit
or  proceeding that such director, officer, employee or agent is liable for
negligence or misconduct in the performance of his duties, unless  a  court
having  jurisdiction shall determine that, despite such adjudication,  such
person is fairly and reasonably entitled to indemnification.

     (c)   The  foregoing  rights of indemnification shall  not  be  deemed
exclusive  of any other rights to which any director, officer, employee  or
agent  may  be entitled or of any power of the Corporation apart  from  the
provisions of this Section.

     SECTION  2.   Insurance  for  Indemnification.   The  Corporation  may
purchase  and maintain insurance for the indemnification of the Corporation
and the directors, officers, employees and agents of the Corporation to the
full  extent  and  in the manner permitted by the applicable  laws  of  the
United States and the State of Delaware from time to time in effect."

     The  Corporation also has entered into individual contracts  with  its
Chairman, President, Executive Vice President and Chief Financial  Officer,
Senior Vice President, Finance and Treasurer, and  Vice  President  and
General Counsel providing for indemnification  in accordance with the
indemnification provisions of the State of Delaware.

     Section 145 of the Delaware General Corporation Law contain provisions
for  indemnification  by the Corporation, under certain  circumstances,  of
officers and directors of the Corporation for certain liabilities which may
be incurred by them in their capacities as such.

     The  Corporation has purchased insurance to indemnify the  Corporation
and  all of its directors, officers and other employees who hold management
positions in divisions and subsidiaries for those liabilities in respect of
which such

                                   II-4
PAGE 5

indemnification  insurance is permitted under the  laws  of  the  State  of
Delaware.

     The  Corporation has additionally purchased insurance, as an extension
of  the  foregoing policy, covering any directors, officers, and  full-time
salaried  employees  who are or shall be in breach of  any  fiduciary  duty
imposed  by  the  Employee  Retirement Income Security  Act  of  1974  upon
fiduciaries as defined under that Act.

      Article   Sixth   of  the  Corporation's  Restated   Certificate   of
Incorporation reads as follows:

     "To  the  fullest extent permitted by the Delaware General Corporation
Law  as  the  same  exists or may hereafter be amended, a director  of  the
Corporation shall not be liable to the Corporation or its stockholders  for
monetary damages for breach of fiduciary duty as a director."

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

     The  Exhibit  Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.   Undertakings

    (a)  The undersigned registrant hereby undertakes:

      (1)   To  file, during any period in which offers or sales  are  being
      made, a post-effective amendment to this registration statement:
    
        (i)  To include any prospectus required by Section 10(a)(3) of
        the Securities Act of 1933;

        (ii)  To reflect in the prospectus any facts or events arising
        after effective date of the registration   statement  (or  the 
        most   recent   post-effective amendment  thereof)  which, 
        individually  or  in  the  aggregate, represent a fundamental
        change in the information set forth in the registration statement;

        (iii)  To include any material information   with  respect  to 
        the  plan  of  distribution   not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

    Provided,  however,  that paragraphs (a)(1)(i) and  (a)(1)(ii)  do  not
apply  if the  registration statement  is  on Form  S-3, Form S-8, and
the information required to be included in  a post-effective  amendment by
those paragraphs is contained  in  periodic reports  filed  by the
registrant pursuant to Section  13 or  Section 15(d)of  the  Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

                                   II-5
                                     
PAGE 6
    
     (2)   That,  for  the purpose of determining any liability  under  the
     Securities  Act of 1933, each such post-effective amendment  shall  be
     deemed  to  be a new registration statement relating to the securities
     offered  therein,  and the offering of such securities  at  that  time
     shall be deemed to be the initial bona fide offering thereof.
    
     (3)   To  remove  from  registration  by  means  of  a  post-effective
     amendment  any of the securities being registered which remain  unsold
     at the termination of the offering.
    
   (b)  The undersigned registrant hereby undertakes that, for purposes  of
   determining any liability under the Securities Act of 1933, each  filing
   of  the registrant's annual report pursuant to Section 13(a) or 15(d) of
   the  Securities Exchange Act of 1934 that is incorporated  by  reference
   in  this registration statement shall be deemed to be a new registration
   statement  relating to the securities offered therein, and the  offering
   of  such securities at that time shall be deemed to be the initial  bona
   fide offering thereof.

   (c)   Insofar  as  indemnification for  liabilities  arising  under  the
   Securities  Act  of  1933  may be permitted to directors,  officers  and
   controlling  persons  of  the  registrant  pursuant  to  the   foregoing
   provisions,  or otherwise, the registrant has been advised that  in  the
   opinion  of  the Securities and Exchange Commission such indemnification
   is  against public policy as expressed in the Securities Act of 1933 and
   is,   therefore,  unenforceable.   In  the  event  that  a   claim   for
   indemnification against such liabilities (other than the payment by  the
   registrant  of  expenses  incurred or paid by  a  director,  officer  or
   controlling  person of the registrant in the successful defense  of  any
   action,  suit  or proceeding) is asserted by such director,  officer  or
   controlling  person in connection with the securities being  registered,
   the  registrant  will, unless in the opinion of its counsel  the  matter
   has  been  settled  by  controlling precedent,  submit  to  a  court  of
   appropriate  jurisdiction the question whether such  indemnification  by
   it  is against public policy as expressed in the Securities Act 0f  1933
   and will be governed by the final adjudication of such issue.

         The  Registrant.  Pursuant to the requirements of  the  Securities
   Act of 1933, 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
   Stamford, and the State of Connecticut on November 1, 1995.


                                         DEVON GROUP, INC.



                                        By:s/Marne Obernauer,Jr.
                                          Marne Obernauer, Jr.
                                          Chairman, Chief Executive Officer,
                                          Director

                                   II-6
PAGE 7


     Pursuant  to  the  requirements of the Securities Act  of  1933,  this
registration  statement has been signed below by the following  persons  in
the capacities and on the dates indicated.


Signature                      Title                               Date


s/Marne Obernauer, Jr  Chairman, Chief Executive             November  1,1995
                       Officer, and Director
                       (Principal Executive Officer)


s/John W. Dinzole      President, Chief Operating Officer,   November 1, 1995
                       and Director



s/Bruce K. Koch        Executive Vice President,             November 1, 1995
                       Operations and Finance,
                       and Chief Financial Officer
                       (Principal Financial Officer)


s/Robert H. Donovan    Senior Vice President, Finance        November 1, 1995
                       and Treasurer
                       (Principal Accounting Officer)


s/Robert S. Blank      Director                              November 1, 1995



s/William G. Gisel     Director                              November 1, 1995



s/Thomas J. Harrington Director                              November 1, 1995



s/Marne Obernauer      Chairman of the Executive             November 1, 1995
                       Committee, Director


s/Edward L. Palmer     Director                              November 1, 1995




                                   II-7
 PAGE 8



                             INDEX TO EXHIBITS
                                     
                                     
                             DEVON GROUP, INC.
              EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
                                     
                                     
Exhibit No.  Description

3.1          Restated  Certificate  of Incorporation of Devon Group, Inc.*

3.2          By-Laws  of Devon  Group, Inc.*

4.1          Devon Group, Inc. 1995 Non-Qualified Stock Option Plan and
             Form of Option Agreement

5.1          Opinion  and  Consent  of Robert A. Frasco, Esq.

23.1         Consent of KPMG Peat Marwick LLP


       * Incorporated by reference from the Corporation's Registration
         Statement on Form S-8 (Registration # 33-75060) previously
         filed with the Commission on February 7, 1994.





























                                   II-8
PAGE 1
                                                        EXHIBIT 5.1
                                     
                                     
                      Opinion and Consent of Counsel
                                     
                                     
                                     
                                     
                                                   November 1, 1995


Devon Group, Inc.
281 Tresser Boulevard, Suite 501
Stamford,  Connecticut  06901-3227
Attention:  Board of Directors

                             Devon Group, Inc.
              360,000 Shares of Common Stock, $.01 par value
                        Registration Statement No.
                                     
                                     
Dear Sirs:

     I  have acted as counsel for Devon Group, Inc., a Delaware corporation
(the  "Company"), in connection with the registration under the  Securities
Act  of  1933  (the "Securities Act") of 360,000 shares (the  "Shares")  of
Common  Stock,  $.01 par value (the "Common Stock").  The  Shares  will  be
issued by the Company to certain directors and employees pursuant to a 1995
Non-Qualified Stock Option Plan, effective as of July 25, 1995.

     In that connection, I have examined originals, or copies certified  or
otherwise  identified  to  my satisfaction, of  such  documents,  corporate
records  and other instruments as I have deemed necessary for the  purposes
of  rendering  the opinions set forth below, including the following:   (a)
the  Restated Certificate of Incorporation, as amended, of the Company; (b)
the  By-laws  of the Company; and (c) the 1995 Non-Qualified  Stock  Option
Plan of the Company.

    Based upon the foregoing, I am of the opinion as follows:

          1.   The Company is a validly existing corporation under the laws
of the State of Delaware.

         2.   The issuance and sale of the Shares have been duly authorized
and, when issued, delivered and paid for pursuant to the 1995 Non-Qualified
Stock  Option  Plan,  the  shares will be validly issued,  fully  paid  and
nonassessable.

     I  am  admitted to the Bar of the State of New York and I  express  no
opinion  as to the laws of any other jurisdiction.  However, to the  extent
that  matters  of Delaware corporate law are involved in the  opinions  set
forth  above, you are aware that I am not admitted to the Bar of the  State
of  Delaware  and  am  not  an  expert in the  law  of  such  jurisdiction.
Accordingly, such opinions concerning Delaware corporate law are based upon
my  reasonable  (although not necessarily complete)  familiarity  with  the
Delaware  General  Corporation Law as a result of my prior  involvement  in
transactions involving such law.

     I  know  that  I am referred to under the heading "Interest  of  Named
Experts  and  Counsel" in the Prospectus forming a part of the Registration
Statement on Form S-8 relating to the Shares filed with the Securities  and
Exchange Commission pursuant to the Securities Act, and I hereby consent to
such  use of my name in said Registration Statement and to the use of  this
opinion for filing with said Registration Statement as Exhibit 5.1 thereto.


                                        Very truly yours,

                                      
                                      s/Robert A.Frasco
                                        Robert A.Frasco
                                  Vice President and General Counsel













                                                               Exhibit 23.1






The Board of Directors
Devon Group, Inc.


We  consent to the use of our reports incorporated herein by reference  and
to the reference to our firm under the heading "Experts" in the prospectus.






s/KPMG Peat Marwick LLP

Stamford, Connecticut
November 1, 1995






                             DEVON GROUP, INC.
                     1995 Non-Qualified Stock Option
                             Fee Calculation
                             November 1, 1995



                                                          Maximum Aggregate
        Stock Options      Number of Options               Offering Price

    Stock Options granted
        @ $34.25               205,000       X $34.25       7,021,250

    Stock Options not
       yet granted             155,000       X $37.875*     5,780,625

                               360,000                     12,891,875

                                                           X.00034483

                                                            $4,445.51

 * Average of bid and ask price on November 8, 1995




                                                              Exhibit 4.1

Effective:  July 25, 1995



                            DEVON GROUP, INC.

                  1995 NON-QUALIFIED STOCK OPTION PLAN

                                    

1.  PURPOSE

     The purposes of this Plan are:  (a) to further the growth and

success of Devon Group, Inc. and its subsidiaries (collectively, the

"Company") by enabling directors and employees of the Company to acquire

shares of its Common Stock, $.01 par value (the "Common Stock"), under

the terms and conditions and in the manner contemplated by this Plan,

thereby increasing their personal involvement and interest in the

Company; (b) to enable the Company to obtain and retain the services of

directors and key employees necessary to the growth and development of

the Company; and (c) to provide a means of rewarding outstanding

performance.



2.  ADMINISTRATION OF PLAN

    (a)  The Plan shall be administered by a committee (the "Committee")

consisting of two or more directors appointed from time to time by the

Board of Directors of the Company (the "Board"); provided, however,

that, so long as the Plan shall be required to comply with Rule 16b-3

("Rule 16b-3") promulgated by the Securities and Exchange Commission

(the "SEC") under the Securities Exchange Act of 1934, as amended (the

"1934 Act"), in order to permit transactions pursuant to the Plan by

officers and directors of the Company to be exempt from the provisions

of Section 16(b) of the 1934 Act, the Plan shall be administered by the

Committee and each member of the Committee, at the effective date of his

or her appointment to the Committee, shall be a "disinterested person"

within the meaning of Rule 16b-3. The members of the Committee may be

removed at any time either with or without cause by the Board. Any

vacancy on the Committee, whether due to action of the Board or any

other cause, shall be filled by the Board.

    (b)  The Committee shall authorize the issuance of options under the

Plan and (subject to the terms of the Plan) shall have complete

authority to construe, interpret, and administer the Plan.  A majority

of the entire Committee shall constitute a quorum and the actions of a

majority of the members of the Committee present at a meeting which a

quorum is present, or actions approved in writing by all of the members

of the Committee, shall be the actions of the Committee; provided,

however, that if the Committee consists of only two members, both shall

be required to constitute a quorum and to act at a meeting or to approve

actions in writing.  Anything contained in this Plan to the contrary

notwithstanding, a member of the Committee shall not be eligible to

receive options under the Plan.



3.  ELIGIBLE EMPLOYEES AND LIMITATION ON GRANTS

     From time to time, the Committee may grant options under this Plan

to (i) any director of the Company who at the time the options are

granted to him is not a member of the Committee or (ii) any person

employed by the Company at the time the options are granted to him, in

such amounts, at such prices (subject to the minimum price requirements

set forth in Section 5) and upon such other terms and conditions not

inconsistent with this Plan as the Committee, in its discretion, may

determine.  A person who has been granted an option (hereinafter

referred to as an "Optionee") may, if otherwise eligible, be granted

additional options if the Committee shall so determine.



4.  SHARES SUBJECT TO THE PLAN

     The capital stock with respect to which options may be granted

under this Plan shall consist of shares of the Company's authorized but

unissued Common Stock.  The aggregate number of shares of Common Stock

which may be issued upon the exercise of all options granted under this

Plan shall not exceed 360,000 shares, subject to adjustment as provided

in Section 13.  Shares subject to unexercised portions of any terminated

or expired options shall again be available for the granting of options

under the Plan.



5.  EXERCISE PRICE

     The exercise price for the shares of Common Stock to be issued

pursuant to the exercise of an option granted under this Plan shall be

determined in each case by the Committee and set forth in each stock

option agreement between the Company and the Optionee.  In no event

shall such option price be less than 100% of the fair market value of

the shares of Common Stock subject to the option (as determined by the

Committee) on the date the option is granted.



6.  EXERCISE OF OPTIONS

     Each stock option agreement shall state the period or periods of

time within which the option may be exercised by the Optionee, in whole

or in part, which shall be such period or periods of time as may be

determined by the Committee; provided, that no option granted under this

Plan shall be exercisable more than 10 years after the date of its

grant.  Each option shall be exercisable during its term, in whole or in

part, as determined by the Committee, and shall be exercisable with

respect to whole shares only.  At any time, the Committee and the

Optionee may agree to accelerate the exercise date or dates for any

outstanding option.

     An option granted under this Plan shall be exercised by delivery to

the Secretary of the Company of:  (a) a notice in writing from the

Optionee of his intention to purchase shares, specifying the number of

shares as to which the Optionee desires to exercise his option and the

date upon which the Optionee desires to complete his purchase (which

must be within the exercise periods specified in the stock option

agreement); (b) any representations of the Optionee required under

Section 15; and (c) cash in the form of a certified check for the cash

portion of the exercise price with respect to the number of shares for

which the option is being exercised and/or, if permitted under the terms

of the stock option agreement, the certificate(s) representing the

shares to be delivered to the Company and canceled in payment of all or

a portion of the exercise price with respect to the number shares being

acquired pursuant to the exercise of the option.

     Notwithstanding anything to the contrary contained herein or in any

stock option agreement, each option held by any Optionee shall, upon a

Change of Control (as defined below), become exercisable in full for the

aggregate number of shares covered thereby until the end of the seven-

month period commencing with such Change of Control; provided, however,

that such right to full exercise may be limited by the Committee prior

to such Change of Control to the extent such limitation is, in the sole

judgment of the Committee, necessary or advisable to avoid any adverse

income tax consequences to the Company or such Optionee as a result of

such exercise.  For the purposes of this Section 6, "Change of Control"

means the occurrence of any of the following:  (i) any person or group

(other than any employee or group which includes employees of the

Company) becoming the beneficial owner of 50% or more of the shares of

the Company then entitled to vote for the election of directors, (ii)

any employee or group which includes employees of the Company becoming

the beneficial owner of 100% of such shares, or (iii) more than one-half

of the Board of Directors of the Company being constituted by persons

who were not (A) members of the Board of Directors on July 25, 1995, or

(B) recommended or elected to the Board of Directors by a majority of

those members of the Board of Directors consisting of members referred

to in clause (A) and members so recommended or elected.

     Upon the effectiveness of any merger, consolidation, liquidation or

dissolution of the Company, or of the sale of all or substantially all

of the assets of the Company (a "Corporate Transaction"), each option

held by any Optionee shall automatically terminate, unless provision

shall be made in connection with such Corporation Transaction for the

assumption of such option by, or the substitution for such option of a

new option covering the stock of, the surviving, successor or purchasing

corporation or a parent or subsidiary thereof, with appropriate

adjustments to the exercise price of and the kind and number of shares

covered by such assumed or new option.  Upon the approval by the

stockholders of the Company of any Corporation Transaction, unless

provision has been made for the assumption of or substitution for such

option as described in the preceding sentence, each option held by any

Optionee shall become exercisable in full for the aggregate number of

shares covered thereby until the effectiveness of such Corporate

Transaction.



7.  SURRENDER OF SHARES FOR PAYMENT OF EXERCISE PRICE

     The Committee, in its discretion, may allow all or a portion of the

exercise price to be paid by the Optionee's surrender and cancellation

of outstanding shares of Common Stock already owned by the Optionee,

valued at their fair market value on the exercise date.

     The "fair market value" of the surrendered shares of Common Stock,

if shares of Common Stock are publicly traded, shall be equal to the

closing price on the last business day shares of Common Stock were

traded preceding the date of exercise.  If there is no public trading

market for such shares, the Committee in its sole discretion shall

determine the fair market value of the shares of Common Stock and such

determination shall be final and binding; provided, however, that if the

Optionee objects to the fair market value of the surrendered shares as

determined by the Committee, the Optionee may deliver a notice in

writing to the Secretary of the Company of his intention not to exercise

his options.  Such notice shall be deemed to revoke the Optionee's

notice pursuant to Section 6 and the surrendered shares of Common Stock

shall be returned to the Optionee.



8.  TERMINATION OF UNEXERCISED OPTIONS FOLLOWING TERMINATION OF EMPLOYMENT

     If an Optionee ceases to be a director or an employee of the

Company other than because of his death or total disability, all or any

portion of the Optionee's option which is otherwise exercisable by its

terms and has not been previously exercised shall expire three months

following the date of such termination and shall thereafter be of no

further force and effect.  If an Optionee ceases to be a director or an

employee of the Company because of his death or total disability, an

otherwise exercisable option shall expire one year following the date of

such termination and shall thereafter be of no further force and effect.

Total disability as used in this Section, shall have the meaning

determined by the Committee from time to time, in its discretion.



9.  NONTRANSFERABILITY OF OPTIONS

     Each option issued under this Plan shall not be transferable by the

Optionee otherwise than by will or the laws of descent and distribution,

or pursuant to a qualified domestic relations order and shall be

exercisable, during the Optionee's lifetime, only by the Optionee.



10. DURATION OF PLAN

     This Plan shall terminate on, and no option shall be granted under

this Plan after 10 years from the date this Plan becomes effective.



11. OPTION AGREEMENTS

     Each option granted under this Plan shall be evidenced by a stock

option agreement between the Company and the Optionee which agreement

shall be executed by a duly authorized officer of the Company, shall

comply with the provisions of this Plan, and shall be in a form approved

by the Committee.



12. STOCKHOLDER RIGHTS

     An Optionee shall have none of the rights of a stockholder with

respect to the shares subject to his option until such shares have been

issued to the Optionee pursuant to his exercise of the option.



13. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

     If the outstanding shares of Common Stock of the Company are

increased, decreased or changed into or exchanged for a different number

or kind of shares or securities of the Company through reorganization,

merger, recapitalization, reclassification, stock split-up, stock

dividend, stock consolidation or otherwise, an appropriate and

proportionate adjustment shall be made in the number and kind of shares

subject to options under this Plan.  A corresponding adjustment changing

the number or kind of shares allocated to, and the exercise price per

share of, options or portions thereof outstanding at the time of such

change shall likewise be made.  Any such adjustment of an outstanding

option shall be made without changing the total price applicable to the

unexercised portion of the option.

     Any adjustments under this Section shall be made by the Committee.

No fractional shares of stock shall be issued under this Plan on account

of any such adjustment.

     The grant of an option pursuant to this Plan shall not affect in

any way the right or power of the Company to make adjustments,

reclassifications, reorganizations or changes of its capital structure,

to merge, consolidate or dissolve, or to liquidate, sell or transfer all

or any part of its business or assets.



14. AMENDMENT OR DISCONTINUANCE

     The Board may at any time terminate or amend the Plan in any

respect; provided, however, that the approval of the holders of a

majority of the votes that may be cast by all of the holders of shares

of Common Stock and preferred stock of the Company, if any, entitled to

vote (voting as a single class) shall be obtained prior to any such

amendment becoming effective if such approval is required by law or is

necessary to comply with regulations promulgated by the SEC under

Section 16(b) of the 1934 Act; and, further provided, that no such

termination or amendment shall adversely affect any option theretofore

granted but not exercised under this Plan without the consent of the

holder of such option.



15. COMPLIANCE WITH SECURITIES LAWS

     No options shall be granted under this Plan, and no shares shall be

purchased upon the exercise of any option, unless and until any then

applicable securities laws or requirements of any regulatory agencies

having jurisdiction and of any exchanges upon which stock subject to

said options of the Company may be listed shall have been fully complied

with.

    At the time of the exercise of any option hereunder, the Committee,

in its discretion, may require assurances or representations

satisfactory to it from the person exercising such option appropriate to

satisfy the requirements of applicable Federal and state securities

laws, any regulatory agencies having jurisdiction, and any exchanges

upon which stock subject to said option of the Company may be listed.



16. WITHHOLDING AND EMPLOYMENT TAXES

     At the time of exercise of an option, the Optionee shall remit to

the Company in cash all applicable Federal and state withholding and

employment taxes.



17. EMPLOYMENT

     Nothing contained in this Plan shall be deemed to give any Optionee

a right to the continuation of his employment by the Company to which he

is not otherwise entitled or to be nominated as a director, nor shall

the Company be under any obligation by virtue of this Plan to retain any

Optionee as an employee or director for any period.



18. NUMBER AND GENDER

     With respect to words used in this Plan, the singular form shall

include the plural form, the masculine gender shall include the feminine

gender, and vice versa, as the context requires.



19. ADOPTION AND EFFECTIVE DATE OF PLAN

     This Plan was adopted by resolution of the Board on May 2, 1995 and

shall become effective upon the written consent of the holders of a

majority of the securities of the Company entitled to vote, or approval

by stockholders at a validly called stockholders meeting and holding a

majority (or such greater number as may be required by law or applicable

governmental regulations or orders) of the shares voting at such

meeting.





                                                             Exhibit 4.1

                                                            



                                 OPTION AGREEMENT dated July 25, 1995,

                                 between DEVON GROUP, INC., a

                                 Delaware corporation (hereinafter

                                 called the "Company"), and

                                 an employee of the Company or of a

                                 subsidiary corporation (hereinafter

                                 called the "Employee").



        The Company desires, by affording the Employee an opportunity

to purchase shares of its Common Stock, par value $.01 per share

(hereinafter called "Common Stock"), to further the objectives of the

"Devon Group, Inc. 1995 Non-Qualified Stock Option Plan" (hereinafter

called the "Plan"), thereby providing the Employee with an added

incentive to continue his services to the Company and to raise his

personal interest in and profit from the success of the Company.

               NOW, THEREFORE, in consideration of the mutual covenants

herein set forth and for other good and valuable considerations, the

parties hereto have agreed, and do hereby agree, as follows:

        1.  The Company hereby grants to the Employee, as a matter of

separate agreement and not in lieu of salary or any other compensation

for services, the right and option (hereinafter called the Option) to

purchase all or any part of an aggregate of        shares of Common

Stock on the terms and conditions herein set forth.

        2.  The purchase price of the shares of Common Stock subject to

the Option shall be $        per share.

        3.  The term of the Option shall be for a period of six years

from the date hereof, or such shorter period as is prescribed in

paragraphs 5 and 6 hereof.  The Option shall be eligible for exercise as

follows:  to the extent of 10% of the number of shares specified in

paragraph 1 hereof, after January 25, 1996, to the extent of an

additional 20% after July 25, 1997; to the extent of an additional 20%

after July 25, 1998; to the extent of an additional 20% after

July 25, 1999; and to the extent of an additional 30% after July 25, 2000;

and such installments shall be cumulative.  The Option may be exercised,

at any time or from time to time during said term, as to all full shares

which have become so purchasable, but in no case may the Option be

exercised as to less than 100 shares at any one time.  Except as provided

in paragraphs 5 and 6 hereof, the Option may not be exercised unless the

Employee shall, at the time of exercise, be an employee of the Company or

of a subsidiary corporation.  At any time, the Compensation Committee of

the Board of Directors and the Employee may agree to accelerate the

exercise date or dates for any outstanding Option.  The Employee shall

have none of the rights of a stockholder with respect to any of the shares

of Common Stock subject to the Option until such shares shall be issued

to him upon the exercise of the Option.

        4.  The Option shall not be transferable otherwise than by will

or the laws of descent and distribution, and the Option shall be

exercisable, during the lifetime of the Employee, only by him.  More

particularly (but without limiting the generality of the foregoing),

the Option may not be assigned, transferred (except as aforesaid),

pledged or hypothecated in any way (whether by operation of law or

otherwise), and shall not be subject to execution, attachment or

similar process.  Any attempted assignment, transfer, pledge,

hypothecation or other disposition of the Option contrary to the

provisions hereof, and the levy of any execution, attachment, or

similar process upon the Option, shall be null and void and without

effect.

        5.  In the event of the termination of the employment of the

Employee otherwise than by reason of death, or total disability (as

defined by the Compensation Committee of the Board of Directors, from

time to time, in its discretion), he may exercise the Option, to the

extent that he was entitled to do so pursuant to the provisions of

paragraph 3 hereof at the time of such termination, at any time within

three months after such termination, but not after ten years from the

date hereof.  The Option shall not be affected by any change of

employment so long as the Employee continues to be an employee of the

Company or of a subsidiary corporation (or by any temporary leave of

absence approved, if for a period of not more than ninety days, by an

officer of the Company or the subsidiary corporation, as the case may

be, by which the Employee is employed or, if for a period longer than

ninety days, approved by the Compensation Committee of the Board of

Directors of the Company).  Nothing herein contained shall confer on

the Employee any right to continue in the employ of the Company or any

subsidiary corporation or interfere in any way with the right of the

Company or any subsidiary corporation, or the right of the Employer, to

terminate the employment of the Employee at any time.

        6.  In the event of the death or total disability of the

Employee while he is employed by the Company or a subsidiary

corporation, the Option, may be executed by a legatee or legatees of

the Option under the Employee's last will, or by the personal

representatives or distributees of the Employee, at any time within a

period of one year after the death or total disability of the Employee,

but not after ten years from the date hereof, to the extent of the

number of shares purchasable by the Employee at the date of his death

or disability.

        7.  If all or any portion of the Option is exercised subsequent

to any stock dividend, stock split, recapitalization, combination or

exchange of shares, reorganization (including, but not limited to,

merger or consolidation), liquidation or other event occurring after

the date hereof, as a result of which any shares or other securities of

the Company or of any other entity (including, but not limited to, any

subsidiary of the Company) shall be issued in respect of the

outstanding shares of Common Stock, or shares of Common Stock shall be

changed into the same or a different number of shares or other

securities of the same or another class or classes,

the person or persons so exercising the Option shall receive, for the

aggregate price paid upon such exercise, the class and aggregate number

of shares or other securities which, if shares of Common Stock (as

authorized at the date hereof) had been purchased on the date hereof

for the same aggregate price (on the basis of the price per share set

forth in paragraph 2) and had not been disposed of, such person or

persons would be holding at the time of such exercise as a result of

such purchase and any and all such stock dividends, stock splits,

recapitalizations, combinations or exchanges of shares,

reorganizations, liquidations or other events.  In the event of any

corporate separation or division (including, but not limited to, split-

up, split-off, or spin-off) as a result of which any shares or other

securities of any entity other than the Company (including, but not

limited to, any subsidiary of the Company) shall be distributed in

respect of the outstanding shares of Common Stock, the Compensation

Committee of the Board of Directors shall make such adjustments in the

terms of the Option (including, but not limited to, the number of

shares covered and the purchase price of such shares) as it may deem

appropriate to provide equitably for the Employee's interest in the

Option.  Upon any adjustment as aforesaid, the minimum number of full

shares which may be purchased upon any exercise of the Option as

specified in paragraph 3 shall be adjusted proportionately. No

fractional shares shall be issued upon any exercise of the Option, and

the aggregate price paid shall be appropriately reduced on account of

any fractional share not issued.

        8.  Subject to the terms and conditions of this Agreement, the

Option may be exercised by written notice to the Company at its office

at 281 Tresser Boulevard, Stamford, Connecticut 06901, attention of the

Secretary.  Such notice shall state the election to exercise the

Option, the number of shares in respect of which it is being exercised,

the date upon which the employee desires to complete his purchase, and

shall be signed by the person or persons so exercising the Option.  The

notice shall be accompanied by the payment of the full purchase price

of said shares.  Payment may be made by certified check payable to the

order of the Company, and/or by delivery of certificates of Common

Stock already owned and fully endorsed by the Employee (valued at their

fair market value on the exercise date, as defined below). The Company

shall deliver a certificate or certificates representing said shares as

soon as practicable after the notice shall be received by the Company.

The certificate or certificates for the shares as to which the Option

shall have been so exercised shall be registered in the name of the

person or persons so exercising the Option and shall be delivered as

aforesaid to or upon the written order of the person or persons

exercising the Option.  In the event the Option shall be exercised,

pursuant to paragraph 6 hereof, by any person or persons other than the

Employee, such notice shall be accompanied by appropriate proof of the

right of such person or persons to exercise the Option.  All shares

that shall be purchased upon the exercise of the Option as provided

herein shall be fully paid and nonassessable.  The Employee agrees at

the time of the exercise of an Option, the Employee shall remit to the

Company in cash all applicable Federal and State withholding and

employment taxes.  The "fair market value" of the surrendered shares of

Common Stock, if such shares are publicly traded, shall be equal to the

average of the daily closing prices (or the means between the last bid

and asked prices for a day on which no sales took place) of the 30

business days immediately preceding the date of exercise.  If there is

no public trading market for such shares, the Compensation Committee of

the Board of Directors in its sole discretion shall determine the fair

market value of the shares of Common Stock and such determination shall

be final and binding; provided, however, that if the Employee objects

to the fair market value of the surrendered shares as determined by the

Committee, the Employee may deliver a notice in writing to the

Secretary of the Company of his intention not to exercise his options.

Such notice shall be deemed to revoke the Employee's notice pursuant to

Section 6 and the surrendered shares of Common Stock shall be returned

to the Employee.

        9. The Employee hereby represents and warrants and covenants

that unless a registration statement covering the shares of Common

Stock to be issued under the Plan shall be effective under the

Securities Act of 1933, the shares that will be issued upon exercise of

the Option shall be acquired for investment and not with a view to the

distribution or resale thereof.  At the time of the exercise of any

Option hereunder, the Compensation Committee of the Board of Directors,

in its discretion, may require assurances or representations

satisfactory to it from the person exercising such Option appropriate

to satisfy the requirements of applicable Federal and State securities

laws, any regulatory agencies having jurisdiction, and any exchanges

upon which stock subject to said Option of the Company may be listed.

        10. The Company shall at all times during the term of the

Option reserve and keep available such number of shares of Common Stock

as will be sufficient to satisfy the requirements of this Agreement,

shall pay all original issue and/or transfer taxes with respect to the

issue and/or transfer of shares pursuant hereto and all other fees and

expenses necessarily incurred by the Company in connection therewith

and will from time to time use its best efforts to comply with all laws

and regulations which, in the opinion of counsel for the Company, shall

be applicable thereto.

        11. As used herein, the term "subsidiary corporation" shall

mean any present and future subsidiary corporation of the Company, and

the term "Common Stock" shall mean the class of Common Stock of the

Company as authorized at the date hereof.

        12. The Employee agrees that he will promptly notify the

Company by written notice at its office at the address set forth in

paragraph 8 of any disposition of shares of Common Stock acquired by

the Employee upon any exercise of the Option.

        13. This Agreement shall be subject to and governed by the

terms of the Plan.

        IN WITNESS WHEREOF, the Company has caused this Agreement to be

duly executed by its officer thereunto duly authorized, and the

Employee has hereunto set his hand, all on the day and year first above

written.



                                   DEVON GROUP, INC.



                            By
                                  Marne Obernauer, Jr.
                                       Chairman




                                       Employee
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PAGE 1                                       Registration No.

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                                     
                                     
                                 FORM S-8
                                     
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     
                                     
                                     
                             DEVON GROUP, INC.
          (Exact name of registrant as specified in its charter)
                                     
       Delaware                                        03-0212800
(State of Incorporation)                  (I.R.S. Employer Identification No.)

    281 TRESSER BOULEVARD, SUITE 501, STAMFORD, CONNECTICUT 06901-3227
                 (Address of Principal Executive Offices)
                                     
                                     
          DEVON GROUP, INC. 1995 NON-QUALIFIED STOCK OPTION PLAN
                         (Full title of the plan)
                                     
                          ROBERT A. FRASCO, ESQ.
                Vice President, General Counsel and Secretary
                             DEVON GROUP, INC.
    281 Tresser Boulevard, Suite 501, Stamford, Connecticut 06901-3227
                  (Name and address of agent for service)
                                     
                              (203) 964-1444
       (Telephone number, including area code, of agent for service)
                                     
                                     
                      CALCULATION OF REGISTRATION FEE
                                     

                                 Proposed Maximum Proposed Maximum  Amount of
Title of Securities Amount to be    Offering         Aggregate     Registration
 to be Registered    Registered  Price Per Share   Offering Price      Fee

                                 205,000 shares at
                                 $34.25 per share
  Common Stock                   155,000 shares at
$.01  par  value  360,000 shares $37.875 per share  $12,891,875.00  $4,445.51

PAGE 2

                             DEVON GROUP, INC.
                   1995 NON-QUALIFIED STOCK OPTION PLAN
                                     
                                  PART I
                                     
             INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
                                     
                                     
    The document(s) containing the information specified in Part I will  be
sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act  of  1933.  Such documents are not being filed with the Securities  and
Exchange  Commission either as part of this registration  statement  or  as
prospectuses  or  prospectus  supplements  pursuant  to  Rule  424  of  the
Securities   Act.  Such  documents  incorporated  by  reference   in   this
registration  statement pursuant to Item 3 of Part II  of  this  Form  S-8,
taken  together,  constitute a prospectus that meets  the  requirements  of
Section 10(a) of the Securities Act of 1933.

                                  PART II
                                     
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                     
                                     
Item 3.   Incorporation of Documents by Reference

     All  reports and other documents subsequently filed by the Corporation
or  the  1995  Non-Qualified Stock Option Plan pursuant to  Section  13(a),
13(c),  14 and 15(d) of the Securities Exchange Act of 1934, prior  to  the
filing  of  a  post-effective amendment that indicates that all  securities
offered  hereby  have  been sold or which deregisters all  securities  then
remaining  unsold, shall be deemed to be incorporated by  reference  herein
and to be part hereof from the date of the filing of such documents.

     The  documents listed below, which have been filed by the  Corporation
with  the Securities and Exchange Commission, are specifically incorporated
herein by reference:

     (a)   Annual Report on Form 10-K for the fiscal year ended  March  31,
1995 of the Corporation.

     (b)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1995
of the Corporation.

     (c)  Each holder of shares of Common Stock is entitled to one vote for
each share in all matters to be voted on by stockholders.  The Common Stock
has  no  cumulative voting rights, which means that the holders  of  shares
entitled  to exercise more than 50% of the voting rights are able to  elect
100%  of  the directors.  Dividends may be paid to holders of Common  Stock
when, as, and if declared by the Board of Directors out of funds legally
available therefor.  In the   event  of  any  liquidation,  dissolution,
or winding-up of the Corporation, the

                                   II-2
                                     
PAGE 3

holders of Common Stock will be entitled to receive a pro rata share of the
net assets of the Corporation remaining after payment or provision for
payment of the debts and other liabilities of the Corporation.  The  shares
of  Common  Stock,  including the shares offered hereby,  will  be  legally
issued, fully-paid, and nonassessable, and the holders thereof will not  be
entitled to any preemptive, subscription, redemption, or conversion rights.

     The  registrar  and transfer agent for the Common  Stock  is  Chemical
Mellon Financial Services.

Item 4.  Description of Securities

         Not applicable.

Item 5. Interests of Named Experts and Counsel

    The validity of the issuance of the shares registered hereunder will be
passed  upon by Robert A. Frasco, General Counsel of the Corporation.   Mr.
Frasco  has  been granted stock options pursuant to the 1995  Non-Qualified
Stock  Option Plan, whereby he has the right to purchase 20,000  shares  of
the  Common Stock of the Corporation for $34.25 per share at various  dates
between  January 26, 1996 and July 25, 2001.  Mr. Frasco  is  also  a  Vice
President and the Secretary of the Corporation.

      The  financial  statements  and  schedule  of  the  Corporation   and
consolidated subsidiaries as of March 31, 1995 and 1994 and for each of the
years  in  the  three-year-period ended March 31, 1995,  incorporated  by
reference herein, have been so incorporated in reliance upon the reports of
KPMG   Peat   Marwick   LLP,  independent  certified  public   accountants,
incorporated  by reference herein, and upon the authority of said  firm  as
experts  in accounting and auditing.  To the extent that KPMG Peat  Marwick
LLP  audits  and  reports on financial statements of  the  Corporation  and
consolidated subsidiaries issued at future dates, and consents to  the  use
of   their  report  thereon,  such  financial  statements  also   will   be
incorporated  by reference in this registration statement in reliance  upon
their report and said authority.

Item 6. Indemnification of Directors and Officers

     Article IX, Sections 1 and 2 of the By-Laws of the Corporation read as
follows:

    "SECTION 1.  Indemnification.  (a)  Any person made, or threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
the reason of the fact that he, his testator or intestate is or was a
director, officer, employee or agent of the Corporation shall be
indemnified by the Corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding, or in connection with any appeal therein; provided, that such
person acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Corporation, or with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct
                                     
                                   II-3
PAGE 4

unlawful; except, in the case of an action, suit or proceeding by or in the
right  of  the Corporation in relation to matters as to which it  shall  be
adjudged  in  such action, suit or proceeding that such director,  officer,
employee or agent is liable for negligence or misconduct in the performance
of  his  duties,  unless a court having jurisdiction shall determine  that,
despite such adjudication, such person is fairly and reasonably entitled to
indemnification.

    (b)  Without limitation of any right conferred by paragraph (a) of this
Section,  any  person  made, or threatened to  be  made,  a  party  to  any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact  that  he,
his  testator or intestate is or was a director, officer, employee or agent
of  the  Corporation, and is or was serving as a fiduciary of, or otherwise
rendering  services  to, any employee benefit plan of or  relating  to  the
Corporation,  shall  be  indemnified by the  Corporation  against  expenses
(including  attorneys' fees), judgments, fines, excise  taxes  and  amounts
paid  in  settlement actually and reasonably incurred by him in  connection
with  such  action, suit or proceeding, or in connection  with  any  appeal
therein; provided, that such person acted in good faith and in a manner  he
reasonably believed to be in, or not opposed to, the best interests of  the
Corporation,  or  with respect to a criminal action or proceeding,  had  no
reasonable cause to believe his conduct was unlawful; except in the case of
an  action,  suit  or proceeding by or in the right of the  Corporation  in
relation  to matters as to which it shall be adjudged in such action,  suit
or  proceeding that such director, officer, employee or agent is liable for
negligence or misconduct in the performance of his duties, unless  a  court
having  jurisdiction shall determine that, despite such adjudication,  such
person is fairly and reasonably entitled to indemnification.

     (c)   The  foregoing  rights of indemnification shall  not  be  deemed
exclusive  of any other rights to which any director, officer, employee  or
agent  may  be entitled or of any power of the Corporation apart  from  the
provisions of this Section.

     SECTION  2.   Insurance  for  Indemnification.   The  Corporation  may
purchase  and maintain insurance for the indemnification of the Corporation
and the directors, officers, employees and agents of the Corporation to the
full  extent  and  in the manner permitted by the applicable  laws  of  the
United States and the State of Delaware from time to time in effect."

     The  Corporation also has entered into individual contracts  with  its
Chairman, President, Executive Vice President and Chief Financial  Officer,
Senior Vice President, Finance and Treasurer, and  Vice  President  and
General Counsel providing for indemnification  in accordance with the
indemnification provisions of the State of Delaware.

     Section 145 of the Delaware General Corporation Law contain provisions
for  indemnification  by the Corporation, under certain  circumstances,  of
officers and directors of the Corporation for certain liabilities which may
be incurred by them in their capacities as such.

     The  Corporation has purchased insurance to indemnify the  Corporation
and  all of its directors, officers and other employees who hold management
positions in divisions and subsidiaries for those liabilities in respect of
which such

                                   II-4
PAGE 5

indemnification  insurance is permitted under the  laws  of  the  State  of
Delaware.

     The  Corporation has additionally purchased insurance, as an extension
of  the  foregoing policy, covering any directors, officers, and  full-time
salaried  employees  who are or shall be in breach of  any  fiduciary  duty
imposed  by  the  Employee  Retirement Income Security  Act  of  1974  upon
fiduciaries as defined under that Act.

      Article   Sixth   of  the  Corporation's  Restated   Certificate   of
Incorporation reads as follows:

     "To  the  fullest extent permitted by the Delaware General Corporation
Law  as  the  same  exists or may hereafter be amended, a director  of  the
Corporation shall not be liable to the Corporation or its stockholders  for
monetary damages for breach of fiduciary duty as a director."

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

     The  Exhibit  Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.   Undertakings

    (a)  The undersigned registrant hereby undertakes:

      (1)   To  file, during any period in which offers or sales  are  being
      made, a post-effective amendment to this registration statement:
    
        (i)  To include any prospectus required by Section 10(a)(3) of
        the Securities Act of 1933;

        (ii)  To reflect in the prospectus any facts or events arising
        after effective date of the registration   statement  (or  the 
        most   recent   post-effective amendment  thereof)  which, 
        individually  or  in  the  aggregate, represent a fundamental
        change in the information set forth in the registration statement;

        (iii)  To include any material information   with  respect  to 
        the  plan  of  distribution   not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

    Provided,  however,  that paragraphs (a)(1)(i) and  (a)(1)(ii)  do  not
apply  if the  registration statement  is  on Form  S-3, Form S-8, and
the information required to be included in  a post-effective  amendment by
those paragraphs is contained  in  periodic reports  filed  by the
registrant pursuant to Section  13 or  Section 15(d)of  the  Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

                                   II-5
                                     
PAGE 6
    
     (2)   That,  for  the purpose of determining any liability  under  the
     Securities  Act of 1933, each such post-effective amendment  shall  be
     deemed  to  be a new registration statement relating to the securities
     offered  therein,  and the offering of such securities  at  that  time
     shall be deemed to be the initial bona fide offering thereof.
    
     (3)   To  remove  from  registration  by  means  of  a  post-effective
     amendment  any of the securities being registered which remain  unsold
     at the termination of the offering.
    
   (b)  The undersigned registrant hereby undertakes that, for purposes  of
   determining any liability under the Securities Act of 1933, each  filing
   of  the registrant's annual report pursuant to Section 13(a) or 15(d) of
   the  Securities Exchange Act of 1934 that is incorporated  by  reference
   in  this registration statement shall be deemed to be a new registration
   statement  relating to the securities offered therein, and the  offering
   of  such securities at that time shall be deemed to be the initial  bona
   fide offering thereof.

   (c)   Insofar  as  indemnification for  liabilities  arising  under  the
   Securities  Act  of  1933  may be permitted to directors,  officers  and
   controlling  persons  of  the  registrant  pursuant  to  the   foregoing
   provisions,  or otherwise, the registrant has been advised that  in  the
   opinion  of  the Securities and Exchange Commission such indemnification
   is  against public policy as expressed in the Securities Act of 1933 and
   is,   therefore,  unenforceable.   In  the  event  that  a   claim   for
   indemnification against such liabilities (other than the payment by  the
   registrant  of  expenses  incurred or paid by  a  director,  officer  or
   controlling  person of the registrant in the successful defense  of  any
   action,  suit  or proceeding) is asserted by such director,  officer  or
   controlling  person in connection with the securities being  registered,
   the  registrant  will, unless in the opinion of its counsel  the  matter
   has  been  settled  by  controlling precedent,  submit  to  a  court  of
   appropriate  jurisdiction the question whether such  indemnification  by
   it  is against public policy as expressed in the Securities Act 0f  1933
   and will be governed by the final adjudication of such issue.

         The  Registrant.  Pursuant to the requirements of  the  Securities
   Act of 1933, 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
   Stamford, and the State of Connecticut on November 1, 1995.

                                         DEVON GROUP, INC.

                                        By:s/Marne Obernauer,Jr.
                                          Marne Obernauer, Jr.
                                          Chairman, Chief Executive Officer,
                                          Director

                                   II-6
PAGE 7

     Pursuant  to  the  requirements of the Securities Act  of  1933,  this
registration  statement has been signed below by the following  persons  in
the capacities and on the dates indicated.

Signature                      Title                               Date

s/Marne Obernauer, Jr  Chairman, Chief Executive             November  1,1995
                       Officer, and Director
                       (Principal Executive Officer)

s/John W. Dinzole      President, Chief Operating Officer,   November 1, 1995
                       and Director

s/Bruce K. Koch        Executive Vice President,             November 1, 1995
                       Operations and Finance,
                       and Chief Financial Officer
                       (Principal Financial Officer)

s/Robert H. Donovan    Senior Vice President, Finance        November 1, 1995
                       and Treasurer
                       (Principal Accounting Officer)

s/Robert S. Blank      Director                              November 1, 1995

s/William G. Gisel     Director                              November 1, 1995

s/Thomas J. Harrington Director                              November 1, 1995

s/Marne Obernauer      Chairman of the Executive             November 1, 1995
                       Committee, Director

s/Edward L. Palmer     Director                              November 1, 1995

                                   II-7
 PAGE 8

                             INDEX TO EXHIBITS
                                     
                                     
                             DEVON GROUP, INC.
              EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
                                     
                                     
Exhibit No.  Description

3.1          Restated  Certificate  of Incorporation of Devon Group, Inc.*

3.2          By-Laws  of Devon  Group, Inc.*

4.1          Devon Group, Inc. 1995 Non-Qualified Stock Option Plan and
             Form of Option Agreement

5.1          Opinion  and  Consent  of Robert A. Frasco, Esq.

23.1         Consent of KPMG Peat Marwick LLP

       * Incorporated by reference from the Corporation's Registration
         Statement on Form S-8 (Registration # 33-75060) previously
         filed with the Commission on February 7, 1994.

                                   II-8
PAGE 1
                                                        EXHIBIT 5.1
                                     
                                     
                      Opinion and Consent of Counsel
                                     
                                     
                                     
                                     
                                                   November 1, 1995

Devon Group, Inc.
281 Tresser Boulevard, Suite 501
Stamford,  Connecticut  06901-3227
Attention:  Board of Directors

                             Devon Group, Inc.
              360,000 Shares of Common Stock, $.01 par value
                        Registration Statement No.
                                     
                                     
Dear Sirs:

     I  have acted as counsel for Devon Group, Inc., a Delaware corporation
(the  "Company"), in connection with the registration under the  Securities
Act  of  1933  (the "Securities Act") of 360,000 shares (the  "Shares")  of
Common  Stock,  $.01 par value (the "Common Stock").  The  Shares  will  be
issued by the Company to certain directors and employees pursuant to a 1995
Non-Qualified Stock Option Plan, effective as of July 25, 1995.

     In that connection, I have examined originals, or copies certified  or
otherwise  identified  to  my satisfaction, of  such  documents,  corporate
records  and other instruments as I have deemed necessary for the  purposes
of  rendering  the opinions set forth below, including the following:   (a)
the  Restated Certificate of Incorporation, as amended, of the Company; (b)
the  By-laws  of the Company; and (c) the 1995 Non-Qualified  Stock  Option
Plan of the Company.

    Based upon the foregoing, I am of the opinion as follows:

          1.   The Company is a validly existing corporation under the laws
of the State of Delaware.

         2.   The issuance and sale of the Shares have been duly authorized
and, when issued, delivered and paid for pursuant to the 1995 Non-Qualified
Stock  Option  Plan,  the  shares will be validly issued,  fully  paid  and
nonassessable.

     I  am  admitted to the Bar of the State of New York and I  express  no
opinion  as to the laws of any other jurisdiction.  However, to the  extent
that  matters  of Delaware corporate law are involved in the  opinions  set
forth  above, you are aware that I am not admitted to the Bar of the  State
of  Delaware  and  am  not  an  expert in the  law  of  such  jurisdiction.
Accordingly, such opinions concerning Delaware corporate law are based upon
my  reasonable  (although not necessarily complete)  familiarity  with  the
Delaware  General  Corporation Law as a result of my prior  involvement  in
transactions involving such law.

     I  know  that  I am referred to under the heading "Interest  of  Named
Experts  and  Counsel" in the Prospectus forming a part of the Registration
Statement on Form S-8 relating to the Shares filed with the Securities  and
Exchange Commission pursuant to the Securities Act, and I hereby consent to
such  use of my name in said Registration Statement and to the use of  this
opinion for filing with said Registration Statement as Exhibit 5.1 thereto.

                                        Very truly yours,

                                      
                                      s/Robert A.Frasco
                                        Robert A.Frasco
                                  Vice President and General Counsel

                                                               Exhibit 23.1

The Board of Directors
Devon Group, Inc.

We  consent to the use of our reports incorporated herein by reference  and
to the reference to our firm under the heading "Experts" in the prospectus.

s/KPMG Peat Marwick LLP

Stamford, Connecticut
November 1, 1995

                             DEVON GROUP, INC.
                     1995 Non-Qualified Stock Option
                             Fee Calculation
                             November 1, 1995

                                                          Maximum Aggregate
        Stock Options      Number of Options               Offering Price

    Stock Options granted
        @ $34.25               205,000       X $34.25       7,021,250

    Stock Options not
       yet granted             155,000       X $37.875*     5,780,625

                               360,000                     12,891,875

                                                           X.00034483

                                                            $4,445.51

 * Average of bid and ask price on November 8, 1995

                                                              Exhibit 4.1

Effective:  July 25, 1995

                            DEVON GROUP, INC.

                  1995 NON-QUALIFIED STOCK OPTION PLAN

                                    

1.  PURPOSE

     The purposes of this Plan are:  (a) to further the growth and

success of Devon Group, Inc. and its subsidiaries (collectively, the

"Company") by enabling directors and employees of the Company to acquire

shares of its Common Stock, $.01 par value (the "Common Stock"), under

the terms and conditions and in the manner contemplated by this Plan,

thereby increasing their personal involvement and interest in the

Company; (b) to enable the Company to obtain and retain the services of

directors and key employees necessary to the growth and development of

the Company; and (c) to provide a means of rewarding outstanding

performance.

2.  ADMINISTRATION OF PLAN

    (a)  The Plan shall be administered by a committee (the "Committee")

consisting of two or more directors appointed from time to time by the

Board of Directors of the Company (the "Board"); provided, however,

that, so long as the Plan shall be required to comply with Rule 16b-3

("Rule 16b-3") promulgated by the Securities and Exchange Commission

(the "SEC") under the Securities Exchange Act of 1934, as amended (the

"1934 Act"), in order to permit transactions pursuant to the Plan by

officers and directors of the Company to be exempt from the provisions

of Section 16(b) of the 1934 Act, the Plan shall be administered by the

Committee and each member of the Committee, at the effective date of his

or her appointment to the Committee, shall be a "disinterested person"

within the meaning of Rule 16b-3. The members of the Committee may be

removed at any time either with or without cause by the Board. Any

vacancy on the Committee, whether due to action of the Board or any

other cause, shall be filled by the Board.

    (b)  The Committee shall authorize the issuance of options under the

Plan and (subject to the terms of the Plan) shall have complete

authority to construe, interpret, and administer the Plan.  A majority

of the entire Committee shall constitute a quorum and the actions of a

majority of the members of the Committee present at a meeting which a

quorum is present, or actions approved in writing by all of the members

of the Committee, shall be the actions of the Committee; provided,

however, that if the Committee consists of only two members, both shall

be required to constitute a quorum and to act at a meeting or to approve

actions in writing.  Anything contained in this Plan to the contrary

notwithstanding, a member of the Committee shall not be eligible to

receive options under the Plan.

3.  ELIGIBLE EMPLOYEES AND LIMITATION ON GRANTS

     From time to time, the Committee may grant options under this Plan

to (i) any director of the Company who at the time the options are

granted to him is not a member of the Committee or (ii) any person

employed by the Company at the time the options are granted to him, in

such amounts, at such prices (subject to the minimum price requirements

set forth in Section 5) and upon such other terms and conditions not

inconsistent with this Plan as the Committee, in its discretion, may

determine.  A person who has been granted an option (hereinafter

referred to as an "Optionee") may, if otherwise eligible, be granted

additional options if the Committee shall so determine.

4.  SHARES SUBJECT TO THE PLAN

     The capital stock with respect to which options may be granted

under this Plan shall consist of shares of the Company's authorized but

unissued Common Stock.  The aggregate number of shares of Common Stock

which may be issued upon the exercise of all options granted under this

Plan shall not exceed 360,000 shares, subject to adjustment as provided

in Section 13.  Shares subject to unexercised portions of any terminated

or expired options shall again be available for the granting of options

under the Plan.

5.  EXERCISE PRICE

     The exercise price for the shares of Common Stock to be issued

pursuant to the exercise of an option granted under this Plan shall be

determined in each case by the Committee and set forth in each stock

option agreement between the Company and the Optionee.  In no event

shall such option price be less than 100% of the fair market value of

the shares of Common Stock subject to the option (as determined by the

Committee) on the date the option is granted.

6.  EXERCISE OF OPTIONS

     Each stock option agreement shall state the period or periods of

time within which the option may be exercised by the Optionee, in whole

or in part, which shall be such period or periods of time as may be

determined by the Committee; provided, that no option granted under this

Plan shall be exercisable more than 10 years after the date of its

grant.  Each option shall be exercisable during its term, in whole or in

part, as determined by the Committee, and shall be exercisable with

respect to whole shares only.  At any time, the Committee and the

Optionee may agree to accelerate the exercise date or dates for any

outstanding option.

     An option granted under this Plan shall be exercised by delivery to

the Secretary of the Company of:  (a) a notice in writing from the

Optionee of his intention to purchase shares, specifying the number of

shares as to which the Optionee desires to exercise his option and the

date upon which the Optionee desires to complete his purchase (which

must be within the exercise periods specified in the stock option

agreement); (b) any representations of the Optionee required under

Section 15; and (c) cash in the form of a certified check for the cash

portion of the exercise price with respect to the number of shares for

which the option is being exercised and/or, if permitted under the terms

of the stock option agreement, the certificate(s) representing the

shares to be delivered to the Company and canceled in payment of all or

a portion of the exercise price with respect to the number shares being

acquired pursuant to the exercise of the option.

     Notwithstanding anything to the contrary contained herein or in any

stock option agreement, each option held by any Optionee shall, upon a

Change of Control (as defined below), become exercisable in full for the

aggregate number of shares covered thereby until the end of the seven-

month period commencing with such Change of Control; provided, however,

that such right to full exercise may be limited by the Committee prior

to such Change of Control to the extent such limitation is, in the sole

judgment of the Committee, necessary or advisable to avoid any adverse

income tax consequences to the Company or such Optionee as a result of

such exercise.  For the purposes of this Section 6, "Change of Control"

means the occurrence of any of the following:  (i) any person or group

(other than any employee or group which includes employees of the

Company) becoming the beneficial owner of 50% or more of the shares of

the Company then entitled to vote for the election of directors, (ii)

any employee or group which includes employees of the Company becoming

the beneficial owner of 100% of such shares, or (iii) more than one-half

of the Board of Directors of the Company being constituted by persons

who were not (A) members of the Board of Directors on July 25, 1995, or

(B) recommended or elected to the Board of Directors by a majority of

those members of the Board of Directors consisting of members referred

to in clause (A) and members so recommended or elected.

     Upon the effectiveness of any merger, consolidation, liquidation or

dissolution of the Company, or of the sale of all or substantially all

of the assets of the Company (a "Corporate Transaction"), each option

held by any Optionee shall automatically terminate, unless provision

shall be made in connection with such Corporation Transaction for the

assumption of such option by, or the substitution for such option of a

new option covering the stock of, the surviving, successor or purchasing

corporation or a parent or subsidiary thereof, with appropriate

adjustments to the exercise price of and the kind and number of shares

covered by such assumed or new option.  Upon the approval by the

stockholders of the Company of any Corporation Transaction, unless

provision has been made for the assumption of or substitution for such

option as described in the preceding sentence, each option held by any

Optionee shall become exercisable in full for the aggregate number of

shares covered thereby until the effectiveness of such Corporate

Transaction.

7.  SURRENDER OF SHARES FOR PAYMENT OF EXERCISE PRICE

     The Committee, in its discretion, may allow all or a portion of the

exercise price to be paid by the Optionee's surrender and cancellation

of outstanding shares of Common Stock already owned by the Optionee,

valued at their fair market value on the exercise date.

     The "fair market value" of the surrendered shares of Common Stock,

if shares of Common Stock are publicly traded, shall be equal to the

closing price on the last business day shares of Common Stock were

traded preceding the date of exercise.  If there is no public trading

market for such shares, the Committee in its sole discretion shall

determine the fair market value of the shares of Common Stock and such

determination shall be final and binding; provided, however, that if the

Optionee objects to the fair market value of the surrendered shares as

determined by the Committee, the Optionee may deliver a notice in

writing to the Secretary of the Company of his intention not to exercise

his options.  Such notice shall be deemed to revoke the Optionee's

notice pursuant to Section 6 and the surrendered shares of Common Stock

shall be returned to the Optionee.

8.  TERMINATION OF UNEXERCISED OPTIONS FOLLOWING TERMINATION OF EMPLOYMENT

     If an Optionee ceases to be a director or an employee of the

Company other than because of his death or total disability, all or any

portion of the Optionee's option which is otherwise exercisable by its

terms and has not been previously exercised shall expire three months

following the date of such termination and shall thereafter be of no

further force and effect.  If an Optionee ceases to be a director or an

employee of the Company because of his death or total disability, an

otherwise exercisable option shall expire one year following the date of

such termination and shall thereafter be of no further force and effect.

Total disability as used in this Section, shall have the meaning

determined by the Committee from time to time, in its discretion.

9.  NONTRANSFERABILITY OF OPTIONS

     Each option issued under this Plan shall not be transferable by the

Optionee otherwise than by will or the laws of descent and distribution,

or pursuant to a qualified domestic relations order and shall be

exercisable, during the Optionee's lifetime, only by the Optionee.

10. DURATION OF PLAN

     This Plan shall terminate on, and no option shall be granted under

this Plan after 10 years from the date this Plan becomes effective.

11. OPTION AGREEMENTS

     Each option granted under this Plan shall be evidenced by a stock

option agreement between the Company and the Optionee which agreement

shall be executed by a duly authorized officer of the Company, shall

comply with the provisions of this Plan, and shall be in a form approved

by the Committee.

12. STOCKHOLDER RIGHTS

     An Optionee shall have none of the rights of a stockholder with

respect to the shares subject to his option until such shares have been

issued to the Optionee pursuant to his exercise of the option.

13. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

     If the outstanding shares of Common Stock of the Company are

increased, decreased or changed into or exchanged for a different number

or kind of shares or securities of the Company through reorganization,

merger, recapitalization, reclassification, stock split-up, stock

dividend, stock consolidation or otherwise, an appropriate and

proportionate adjustment shall be made in the number and kind of shares

subject to options under this Plan.  A corresponding adjustment changing

the number or kind of shares allocated to, and the exercise price per

share of, options or portions thereof outstanding at the time of such

change shall likewise be made.  Any such adjustment of an outstanding

option shall be made without changing the total price applicable to the

unexercised portion of the option.

     Any adjustments under this Section shall be made by the Committee.

No fractional shares of stock shall be issued under this Plan on account

of any such adjustment.

     The grant of an option pursuant to this Plan shall not affect in

any way the right or power of the Company to make adjustments,

reclassifications, reorganizations or changes of its capital structure,

to merge, consolidate or dissolve, or to liquidate, sell or transfer all

or any part of its business or assets.

14. AMENDMENT OR DISCONTINUANCE

     The Board may at any time terminate or amend the Plan in any

respect; provided, however, that the approval of the holders of a

majority of the votes that may be cast by all of the holders of shares

of Common Stock and preferred stock of the Company, if any, entitled to

vote (voting as a single class) shall be obtained prior to any such

amendment becoming effective if such approval is required by law or is

necessary to comply with regulations promulgated by the SEC under

Section 16(b) of the 1934 Act; and, further provided, that no such

termination or amendment shall adversely affect any option theretofore

granted but not exercised under this Plan without the consent of the

holder of such option.

15. COMPLIANCE WITH SECURITIES LAWS

     No options shall be granted under this Plan, and no shares shall be

purchased upon the exercise of any option, unless and until any then

applicable securities laws or requirements of any regulatory agencies

having jurisdiction and of any exchanges upon which stock subject to

said options of the Company may be listed shall have been fully complied

with.

    At the time of the exercise of any option hereunder, the Committee,

in its discretion, may require assurances or representations

satisfactory to it from the person exercising such option appropriate to

satisfy the requirements of applicable Federal and state securities

laws, any regulatory agencies having jurisdiction, and any exchanges

upon which stock subject to said option of the Company may be listed.

16. WITHHOLDING AND EMPLOYMENT TAXES

     At the time of exercise of an option, the Optionee shall remit to

the Company in cash all applicable Federal and state withholding and

employment taxes.

17. EMPLOYMENT

     Nothing contained in this Plan shall be deemed to give any Optionee

a right to the continuation of his employment by the Company to which he

is not otherwise entitled or to be nominated as a director, nor shall

the Company be under any obligation by virtue of this Plan to retain any

Optionee as an employee or director for any period.

18. NUMBER AND GENDER

     With respect to words used in this Plan, the singular form shall

include the plural form, the masculine gender shall include the feminine

gender, and vice versa, as the context requires.

19. ADOPTION AND EFFECTIVE DATE OF PLAN

     This Plan was adopted by resolution of the Board on May 2, 1995 and

shall become effective upon the written consent of the holders of a

majority of the securities of the Company entitled to vote, or approval

by stockholders at a validly called stockholders meeting and holding a

majority (or such greater number as may be required by law or applicable

governmental regulations or orders) of the shares voting at such

meeting.

                                                             Exhibit 4.1

                                                            

                                 OPTION AGREEMENT dated July 25, 1995,

                                 between DEVON GROUP, INC., a

                                 Delaware corporation (hereinafter

                                 called the "Company"), and

                                 an employee of the Company or of a

                                 subsidiary corporation (hereinafter

                                 called the "Employee").

        The Company desires, by affording the Employee an opportunity

to purchase shares of its Common Stock, par value $.01 per share

(hereinafter called "Common Stock"), to further the objectives of the

"Devon Group, Inc. 1995 Non-Qualified Stock Option Plan" (hereinafter

called the "Plan"), thereby providing the Employee with an added

incentive to continue his services to the Company and to raise his

personal interest in and profit from the success of the Company.

               NOW, THEREFORE, in consideration of the mutual covenants

herein set forth and for other good and valuable considerations, the

parties hereto have agreed, and do hereby agree, as follows:

        1.  The Company hereby grants to the Employee, as a matter of

separate agreement and not in lieu of salary or any other compensation

for services, the right and option (hereinafter called the Option) to

purchase all or any part of an aggregate of        shares of Common

Stock on the terms and conditions herein set forth.

        2.  The purchase price of the shares of Common Stock subject to

the Option shall be $        per share.

        3.  The term of the Option shall be for a period of six years

from the date hereof, or such shorter period as is prescribed in

paragraphs 5 and 6 hereof.  The Option shall be eligible for exercise as

follows:  to the extent of 10% of the number of shares specified in

paragraph 1 hereof, after January 25, 1996, to the extent of an

additional 20% after July 25, 1997; to the extent of an additional 20%

after July 25, 1998; to the extent of an additional 20% after

July 25, 1999; and to the extent of an additional 30% after July 25, 2000;

and such installments shall be cumulative.  The Option may be exercised,

at any time or from time to time during said term, as to all full shares

which have become so purchasable, but in no case may the Option be

exercised as to less than 100 shares at any one time.  Except as provided

in paragraphs 5 and 6 hereof, the Option may not be exercised unless the

Employee shall, at the time of exercise, be an employee of the Company or

of a subsidiary corporation.  At any time, the Compensation Committee of

the Board of Directors and the Employee may agree to accelerate the

exercise date or dates for any outstanding Option.  The Employee shall

have none of the rights of a stockholder with respect to any of the shares

of Common Stock subject to the Option until such shares shall be issued

to him upon the exercise of the Option.

        4.  The Option shall not be transferable otherwise than by will

or the laws of descent and distribution, and the Option shall be

exercisable, during the lifetime of the Employee, only by him.  More

particularly (but without limiting the generality of the foregoing),

the Option may not be assigned, transferred (except as aforesaid),

pledged or hypothecated in any way (whether by operation of law or

otherwise), and shall not be subject to execution, attachment or

similar process.  Any attempted assignment, transfer, pledge,

hypothecation or other disposition of the Option contrary to the

provisions hereof, and the levy of any execution, attachment, or

similar process upon the Option, shall be null and void and without

effect.

        5.  In the event of the termination of the employment of the

Employee otherwise than by reason of death, or total disability (as

defined by the Compensation Committee of the Board of Directors, from

time to time, in its discretion), he may exercise the Option, to the

extent that he was entitled to do so pursuant to the provisions of

paragraph 3 hereof at the time of such termination, at any time within

three months after such termination, but not after ten years from the

date hereof.  The Option shall not be affected by any change of

employment so long as the Employee continues to be an employee of the

Company or of a subsidiary corporation (or by any temporary leave of

absence approved, if for a period of not more than ninety days, by an

officer of the Company or the subsidiary corporation, as the case may

be, by which the Employee is employed or, if for a period longer than

ninety days, approved by the Compensation Committee of the Board of

Directors of the Company).  Nothing herein contained shall confer on

the Employee any right to continue in the employ of the Company or any

subsidiary corporation or interfere in any way with the right of the

Company or any subsidiary corporation, or the right of the Employer, to

terminate the employment of the Employee at any time.

        6.  In the event of the death or total disability of the

Employee while he is employed by the Company or a subsidiary

corporation, the Option, may be executed by a legatee or legatees of

the Option under the Employee's last will, or by the personal

representatives or distributees of the Employee, at any time within a

period of one year after the death or total disability of the Employee,

but not after ten years from the date hereof, to the extent of the

number of shares purchasable by the Employee at the date of his death

or disability.

        7.  If all or any portion of the Option is exercised subsequent

to any stock dividend, stock split, recapitalization, combination or

exchange of shares, reorganization (including, but not limited to,

merger or consolidation), liquidation or other event occurring after

the date hereof, as a result of which any shares or other securities of

the Company or of any other entity (including, but not limited to, any

subsidiary of the Company) shall be issued in respect of the

outstanding shares of Common Stock, or shares of Common Stock shall be

changed into the same or a different number of shares or other

securities of the same or another class or classes,

the person or persons so exercising the Option shall receive, for the

aggregate price paid upon such exercise, the class and aggregate number

of shares or other securities which, if shares of Common Stock (as

authorized at the date hereof) had been purchased on the date hereof

for the same aggregate price (on the basis of the price per share set

forth in paragraph 2) and had not been disposed of, such person or

persons would be holding at the time of such exercise as a result of

such purchase and any and all such stock dividends, stock splits,

recapitalizations, combinations or exchanges of shares,

reorganizations, liquidations or other events.  In the event of any

corporate separation or division (including, but not limited to, split-

up, split-off, or spin-off) as a result of which any shares or other

securities of any entity other than the Company (including, but not

limited to, any subsidiary of the Company) shall be distributed in

respect of the outstanding shares of Common Stock, the Compensation

Committee of the Board of Directors shall make such adjustments in the

terms of the Option (including, but not limited to, the number of

shares covered and the purchase price of such shares) as it may deem

appropriate to provide equitably for the Employee's interest in the

Option.  Upon any adjustment as aforesaid, the minimum number of full

shares which may be purchased upon any exercise of the Option as

specified in paragraph 3 shall be adjusted proportionately. No

fractional shares shall be issued upon any exercise of the Option, and

the aggregate price paid shall be appropriately reduced on account of

any fractional share not issued.

        8.  Subject to the terms and conditions of this Agreement, the

Option may be exercised by written notice to the Company at its office

at 281 Tresser Boulevard, Stamford, Connecticut 06901, attention of the

Secretary.  Such notice shall state the election to exercise the

Option, the number of shares in respect of which it is being exercised,

the date upon which the employee desires to complete his purchase, and

shall be signed by the person or persons so exercising the Option.  The

notice shall be accompanied by the payment of the full purchase price

of said shares.  Payment may be made by certified check payable to the

order of the Company, and/or by delivery of certificates of Common

Stock already owned and fully endorsed by the Employee (valued at their

fair market value on the exercise date, as defined below). The Company

shall deliver a certificate or certificates representing said shares as

soon as practicable after the notice shall be received by the Company.

The certificate or certificates for the shares as to which the Option

shall have been so exercised shall be registered in the name of the

person or persons so exercising the Option and shall be delivered as

aforesaid to or upon the written order of the person or persons

exercising the Option.  In the event the Option shall be exercised,

pursuant to paragraph 6 hereof, by any person or persons other than the

Employee, such notice shall be accompanied by appropriate proof of the

right of such person or persons to exercise the Option.  All shares

that shall be purchased upon the exercise of the Option as provided

herein shall be fully paid and nonassessable.  The Employee agrees at

the time of the exercise of an Option, the Employee shall remit to the

Company in cash all applicable Federal and State withholding and

employment taxes.  The "fair market value" of the surrendered shares of

Common Stock, if such shares are publicly traded, shall be equal to the

average of the daily closing prices (or the means between the last bid

and asked prices for a day on which no sales took place) of the 30

business days immediately preceding the date of exercise.  If there is

no public trading market for such shares, the Compensation Committee of

the Board of Directors in its sole discretion shall determine the fair

market value of the shares of Common Stock and such determination shall

be final and binding; provided, however, that if the Employee objects

to the fair market value of the surrendered shares as determined by the

Committee, the Employee may deliver a notice in writing to the

Secretary of the Company of his intention not to exercise his options.

Such notice shall be deemed to revoke the Employee's notice pursuant to

Section 6 and the surrendered shares of Common Stock shall be returned

to the Employee.

        9. The Employee hereby represents and warrants and covenants

that unless a registration statement covering the shares of Common

Stock to be issued under the Plan shall be effective under the

Securities Act of 1933, the shares that will be issued upon exercise of

the Option shall be acquired for investment and not with a view to the

distribution or resale thereof.  At the time of the exercise of any

Option hereunder, the Compensation Committee of the Board of Directors,

in its discretion, may require assurances or representations

satisfactory to it from the person exercising such Option appropriate

to satisfy the requirements of applicable Federal and State securities

laws, any regulatory agencies having jurisdiction, and any exchanges

upon which stock subject to said Option of the Company may be listed.

        10. The Company shall at all times during the term of the

Option reserve and keep available such number of shares of Common Stock

as will be sufficient to satisfy the requirements of this Agreement,

shall pay all original issue and/or transfer taxes with respect to the

issue and/or transfer of shares pursuant hereto and all other fees and

expenses necessarily incurred by the Company in connection therewith

and will from time to time use its best efforts to comply with all laws

and regulations which, in the opinion of counsel for the Company, shall

be applicable thereto.

        11. As used herein, the term "subsidiary corporation" shall

mean any present and future subsidiary corporation of the Company, and

the term "Common Stock" shall mean the class of Common Stock of the

Company as authorized at the date hereof.

        12. The Employee agrees that he will promptly notify the

Company by written notice at its office at the address set forth in

paragraph 8 of any disposition of shares of Common Stock acquired by

the Employee upon any exercise of the Option.

        13. This Agreement shall be subject to and governed by the

terms of the Plan.

        IN WITNESS WHEREOF, the Company has caused this Agreement to be

duly executed by its officer thereunto duly authorized, and the

Employee has hereunto set his hand, all on the day and year first above

written.

                                   DEVON GROUP, INC.

                            By
                                  Marne Obernauer, Jr.
                                       Chairman

                                       Employee