DEVCON INTERNATIONAL CORP - 4 filing on 2004-12-23

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH DONALD L JR

(Last)

(First)

(Middle)

1350 E. NEWPORT CENTER DRIVE

SUITE 201

(Street)

DEERFIELD BEACH

33442

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEVCON INTERNATIONAL CORP [ DEVC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2004		G⁽¹⁾		6,503⁽¹⁾	D	$0	27,942⁽²⁾	I	See Footnote⁽¹⁾
Common Stock								229,341	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option⁽³⁾	$2.33							07/01/1990	08/08/1988⁽⁶⁾	Common Stock	75,000		0	D
Stock Option⁽⁴⁾	$5.85							04/29/2003⁽⁵⁾	04/29/2012	Common Stock	5,700		80,700	D

Explanation of Responses:

1. These shares were previously reported as indirectly beneficially owned but were contributed by Smithcon Family Investments, Ltd. to the Smithcon Family Investments, Ltd. Intangibles Trust on December 23, 2004.

2. Smithcon Investments, Inc. is attributed with the direct ownership of 17,628 shares of Devcon Common Stock and indirect ownership of 10,314 shares of Devcon Common Stock. Mr. Smith owns 100% of the capital stock of the corporation. Thus, Mr. Smith is deemed with the indirect ownership of 27,942 shares of Devcon Common Stock held by the corporation.

3. Granted pursuant to Devcon's 1986 Stock Option Plan.

4. Granted pursuant to Devcon's 1999 Stock Option Plan.

5. Such option vests in increments of 20% each year with the first increment vesting on 4/29/03.

6. Date not applicable.

	/s/ Donald L. Smith, Jr.	12/23/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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