On August 18, 2008, Devcon International Corp. (the “Company”) issued a press release reporting its financial results for the quarter ended June 30, 2008. A copy of the press release, dated August 18, 2008, announcing these financial results is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

The Company is attaching a copy of a press release, dated August 18, 2008, announcing its financial results for the quarter ended June 30, 2008 as Exhibit 99.1 and such press release is incorporated herein by this reference.

(d) The following exhibits are furnished herewith:

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.

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