UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (date of earliest event reported): ~~January~~April 164, 2008

DEVCON INTERNATIONAL CORP.

(Exact Name of Registrant as Specified in Its Charter)

Florida

000-07152

59-0671992

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

595 SOUTH FEDERAL HIGHWAY, SUITE 500

BOCA RATON, FLORIDA 33432

(Address of principal executive office)

Company’s telephone number, including area code (561) 208-7200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 53.0201. ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On ~~January~~April 164, 2008, ~~Robert~~Devcon WInternational Corp. ~~Schiller~~(the ~~resigned~~“Company”) received a letter from ~~his~~the ~~position~~Nasdaq asStock Market notifying the ~~Chief~~Company ~~Financial~~that ~~Officer~~it is ofno ~~Devcon~~longer ~~International~~in ~~Corp.~~compliance with Nasdaq Marketplace Rule 4450(a)(3) because the “ Company”’s stockholders’ equity of $5,205,000 reported on its Form 10-K for the period ended December 31, 2007 does not comply with the minimum $10,000,000 stockholders’ equity requirement for continued listing on The Nasdaq Global Market, as set forth in Marketplace Rule 4450(a)(3).

OnNasdaq ~~January 23,~~Staff ~~2008~~is reviewing the Company’s eligibility for continued listing on The Nasdaq Global Market. To facilitate this review, the ~~Board~~Staff ofhas ~~Directors~~requested ofthat the Company ~~appointed~~provide, ~~Mark~~on M.or ~~McIntosh~~before April 21, 2008, the Company’s ~~Vice~~ ~~President~~specific ofplan ~~Finance~~to achieve and ~~Strategic~~sustain ~~Business~~compliance ~~Development~~with all Nasdaq Global Market listing requirements, toincluding the ~~position~~minimum ofstockholders’ ~~Chief~~equity ~~Financial~~standard. ~~Officer~~The ofCompany is currently examining the ~~Company~~options available to it, including transferring its common stock to the Nasdaq Capital Market.

~~Mr. McIntosh~~If, ~~37, had~~after ~~been~~the ~~our~~conclusion ~~Vice President~~ of ~~Finance~~its ~~and~~review ~~Strategic Business Development since July 2007. Prior to joining us~~process, ~~from~~the ~~October~~Nasdaq ~~2006~~Staff todetermines ~~June~~that 2007, Mr. McIntosh served as Chief Operating Officer of Nexus Development Group, a residential and commercial real estate development firm, where he was responsible for all financial, strategic and operational functions of the ~~company. From October 2004 to October 2006, Mr. McIntosh served as Chief Financial Officer and Partner of The~~Company ~~Restaurant~~has ~~People~~not ~~Management,~~presented a ~~restaurant~~definitive ~~management~~plan ~~company~~to ~~that~~achieve ~~owns~~compliance ~~and operates restaurants and associated real estate~~ in the ~~South~~short ~~Florida~~term ~~market, where he was responsible for all financial, technological~~ and ~~human~~sustain ~~resource~~compliance ~~areas~~in of the ~~company,~~ ~~including~~long ~~managing~~term, the ~~financial~~Staff ~~and~~will ~~accounting~~provide ~~functions~~the ofCompany ~~five operating companies~~ with ~~revenues~~written innotification ~~excess~~that ofits ~~$16~~common ~~million.~~stock ~~Prior~~will tobe ~~The Restaurant People~~delisted, ~~from~~which ~~July~~notice ~~1999~~shall toset ~~October 2004, Mr. McIntosh served as Director, Finance and~~forth ~~Corporate~~the ~~Development,~~reasons offor ~~CBS~~the ~~SportsLine,~~Staff’s andetermination. ~~interactive~~At ~~sports~~such ~~media company~~time, ~~where he was responsible for~~ the ~~financial~~Company ~~and~~may ~~strategic~~appeal ~~functions of~~ the ~~company~~Staff’s ~~business~~decision ~~units.~~to ~~Previously, Mr. McIntosh was~~ a ~~Strategies~~Nasdaq ~~Associate~~Listing ~~with Bank~~Qualifications ofPanel ~~America,~~or ~~N.A.~~request ~~and~~that aits ~~Sales~~common ~~Associate~~stock ~~with~~be ~~Kidder,~~transferred ~~Peabody &~~to ~~Co./PaineWebber~~the ~~Inc.~~Nasdaq ~~Mr. McIntosh~~Capital ~~received his BBA in Finance from Georgia State University~~Market.

A copy of the press release dated ~~January~~April 2310, 2008 announcing ~~Mr. Schiller’s~~the ~~resignation~~receipt ~~and~~of ~~Mr. McIntosh’s appointment as~~ the ~~Company’s~~ ~~Chief~~Nasdaq ~~Financial~~letter ~~Officer~~ is attached hereto as Exhibit 99.1 and ~~incorporated~~is incorporated herein by this reference.

Item 7.01

Regulation FD Disclosure

The Company is attaching a copy of a press release, dated ~~January~~April 2310, 2008, announcing ~~Mr. Schiller’s~~the ~~resignation~~receipt ~~and~~of ~~Mr. McIntosh’s appointment as~~ the ~~Company’s~~Nasdaq ~~Chief~~letter ~~Financial Officer~~ as Exhibit 99.1 and such press release is incorporated herein by this reference.

Item 9.01.

Financial Statements and Exhibits.

(d) The following exhibits are furnished herewith:

Exhibit No.		Description
99.1		Press release dated ~~January~~April 2310, 2008

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) that is furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DEVCON INTERNATIONAL CORP.
Date: January 23, 2008	By:	/s/ Robert Farenhem
Date: April 10, 2008	By:	/s/ Robert Farenhem
	Name:	Robert Farenhem
	Title:	President

EXHIBIT INDEX

ExhibitNumber		Description
99.1		Press release dated ~~January~~April 2310, 2008

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