Exhibit 99.2

Devcon International Corp.

UNAUDITED CONSOLIDATED PRO FORMA DATA

BASIS OF PRESENTATION

The following unaudited pro forma consolidated balance sheet and statements of operations combine the historical consolidated financial statements of the Company and Starpoint Limited Partnership and Subsidiaries (“Starpoint”). On February 28, 2005, we acquired substantially all of the operating assets of Starpoint for $40.2 million in cash, plus transaction costs, which amounted to approximately $0.5 million. We have recorded the acquisition using the purchase method of accounting. We have utilized $24.6 million of the $35.0 million available under our credit agreement (the “Credit Agreement”), dated as of February 28, 2005, to pay a portion of the cash purchase price for the acquisition; the balance of the purchase price, including payment of transaction costs, was satisfied by using cash on hand.

We derived the audited pro forma consolidated balance sheet and statements of operations data from our audited consolidated financial statements for the twelve months ended December 31, 2004 and the audited financial statements of Starpoint for the twelve months ended December 31, 2004. The financial statements used in preparing the pro forma financial data are summarized and should be read in conjunction with our complete historical consolidated financial statements filed in Form 10-K, on April 15, 2005.

The pro forma consolidated balance sheet as of December 31, 2004, gives effect to the purchase of Starpoint using the purchase method of accounting as if the acquisition and the borrowings under the Credit Agreement to finance the acquisition had been consummated on December 31, 2004. The pro forma consolidated statement of operations for the year ended December 31, 2004 gives effect to the acquisition using the purchase method of accounting as if the acquisition and the Credit Agreement had been consummated at January 1, 2004. The pro forma consolidated balance sheet and pro forma consolidated statements of operations also give effect to certain adjustments that are directly attributable to the acquisition of Starpoint.

The unaudited pro forma condensed consolidated financial statements have been prepared based upon currently available information and assumptions that are deemed appropriate by the Company’s management. We are providing the pro forma consolidated financial information for illustrative purposes only. The companies may have performed differently had they been combined during the periods presented. You should not rely on the unaudited pro forma consolidated financial information as being indicative of the historical results that would have been achieved had the companies actually been combined during the periods presented or the future results that the combined company will experience. The unaudited pro forma consolidated statements of operations do not give effect to any cost savings or operating synergies expected to result from the acquisition or the costs to achieve such cost savings or operating synergies.

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Devcon International Corp.

Pro Forma Consolidated Balance Sheet

As of December 31, 2004

(unaudited)

	Devcon International Corporation		Starpoint Limited Partnership [A]		Subtotal		Pro-forma Adjustments		Notes	Pro-forma
Assets
Cash and cash equivalents	34,928,162		141,421		35,069,583		(17,362,104	)	(1)    (3)	17,707,479
Accounts Receivable-Trade, Net	8,129,024		1,487,956		9,616,980					9,616,980
Accounts Receivable, related party, net	1,046,282				1,046,282					1,046,282
Notes receivable	2,611,647				2,611,647					2,611,647
Notes receivable, related party	774,622				774,622					774,622
Costs and estimated earning in excess of billings	1,130,184				1,130,184					1,130,184
Inventories	3,324,237		238,610		3,562,847					3,562,847
Prepaid Expenses	746,991		110,546		857,537		(110,546	)	(1)	746,991
Prepaid taxes	4,401,480		—		4,401,480					4,401,480
Other Current Assets	4,427,077		74,544		4,501,621					4,501,621
Total Current Assets	61,519,706		2,053,077		63,572,783		(17,472,650	)		46,100,133
Property, plant and equipment, net					—					—
Land	1,485,068				1,485,068					1,485,068
Buildings	846,871				846,871					846,871
Leasehold improvements	2,515,280		409,309		2,924,589		(409,309	)	(4)	2,515,280
Equipment	49,356,786		3,142,599		52,499,385		(2,829,599	)	(1)    (4)	49,669,786
Furniture and fixtures	948,238		153,001		1,101,239		(153,001	)	(4)	948,238
Construction in process	2,019,324				2,019,324					2,019,324
Total Property Plant and equipment	57,171,567		3,704,909		60,876,476		(3,391,909	)		57,484,567
Less accumulated depreciation	(29,426,485	)	(3,161,123	)	(32,587,608	)	3,161,123		(1)	(29,426,485	)
Total property, plant and equipment, net	27,745,082		543,786		28,288,868		(230,786	)		28,058,082
Investments in unconsolidated joint ventures and affiliates, net	362,434				362,434					362,434
Notes receivable	1,318,079				1,318,079					1,318,079
Notes receivable, related party	2,000,385				2,000,385					2,000,385
Intangible assets, net of amortization	4,320,815		8,857,173		13,177,988		12,286,827		(1)    (2)	25,464,815
Goodwill	1,114,524				1,114,524		20,729,129		(2)	21,843,653
Other long term assets	3,284,044		29,553		3,313,597		996,761		(1)    (5)	4,310,358
Total Assets	101,665,069		11,483,589		113,148,658		16,309,281			129,457,939
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts Payable, trade and other	4,928,500		154,940		5,083,440					5,083,440
Accrued Expenses and other liabilities	5,422,120		825,184		6,247,304		(288,049	)	(1)	5,959,255
Unearned monitoring revenue	406,653		2,500,795		2,907,448					2,907,448
Accrued expense, retirement and severance	948,212				948,212					948,212
Current installments of long term debt	80,094				80,094					80,094
Current installments of long term debt, related party	1,725,000		56,709,653		58,434,653		(56,709,653	)	(1)	1,725,000
Billings in excess of costs and estimated earnings	206,130				206,130					206,130
Billing in excess of costs and estimated earnings, related party	538,451				538,451					538,451
Deferred tax liability	4,080,000				4,080,000					4,080,000
Income tax payable	1,125,204				1,125,204					1,125,204
Total Current Liabilities	19,460,364		60,190,572		79,650,936		(56,997,702	)		22,653,234
Liabilities subject to compromise	—		934,005		934,005		(934,005	)	(1)	—
Long tern debt, excluding current installments	564,440		—		564,440		24,600,000		(3)    (6)	25,164,440
Retirement and severance	—		—		—					—
Deferred Tax Liability	4,012,596		—		4,012,596					4,012,596
Other Long Term Liabilities	644,751		—		644,751					644,751
Total Liabilities	24,682,151		61,124,577		85,806,728		(33,331,707	)		52,475,021
Shareholders’ Equity
Common Stock	575,305				575,305					575,305
Additional Paid-in Capital	29,789,727				29,789,727					29,789,727
Retained Earnings	48,106,129		(49,640,988	)	(1,534,859	)	49,640,988		(1)	48,106,129
Accumulated other comprehensive loss	(1,389,665	)			(1,389,665	)				(1,389,665	)
Treasury stock, at cost	(98,578	)			(98,578	)				(98,578	)
Total Shareholders’ Equity	76,982,918		(49,640,988	)	27,341,930		49,640,988			76,982,918
Commitments and contingencies	—
Total Liabilities and Shareholders’ Equity	101,665,069		11,483,589		113,148,658		16,309,281			129,457,939

[A] Represents the balance sheet for Starpoint Limited Partnership and its Consolidated Subsidiaries (Debtors-In-Possession), which we acquired on February 28, 2005, as of December 31, 2004.

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Devcon International Corp.

Notes to Pro Forma Consolidated Balance Sheet

(unaudited)

(1) To reflect assets not acquired and liabilities not assumed in the acquisition.

(2) The account balances of Starpoint are stated at historical cost. To apply purchase accounting to the acquisition, several of the asset classifications need to be adjusted to state the balances at estimated fair value. The preliminary purchase price allocation is based upon management’s best estimates of fair value and is therefore subject to adjustment. Upon completion of an independent valuation, the purchase price allocation will be finalized and the resulting adjustments will be applied to the assets and liabilities.

The preliminary purchase price allocation is as follows:

Purchase Price Allocation

Accounts Receivable	$	1,487,956
Inventory		238,610
Other Current Assets		74,544
Liabilities Assumed		(3,163,317	)
Net Fixed Assets		313,000
Contractual Agreements		7,240,000
Customer Relationships		13,904,000
Goodwill		20,729,129

(3) The amount paid to Adelphia for the purchase of Starpoint was $40,274,371, calculated at February 28, 2005. This represents the contractual purchase price of $41,636,578 and a working capital adjustment of $(1,362,207). The final working capital adjustment will be calculated based on balances that exist as of the date of closing.

The sources and uses of cash for this transaction are as follows:

Transaction Sources and Uses

Uses:
Gross Purchase Price of Assets	$	41,636,578
Working Capital Adjustment		(1,362,207	)
Transaction Expenses		549,551
Loan Origination Expenses		996,761
Total Uses	$	41,820,683
Sources:
Senior Bank Debt	$	24,600,000
Cash		17,220,683
Total Sources	$	41,820,683

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Devcon International Corp.

Notes to Pro Forma Consolidated Balance Sheet (continued)

(unaudited)

(4) A fixed asset reconciliation is provided as the fixed assets acquired and/or assumed did not include all of the fixed assets on the books of Starpoint and, in applying purchase accounting, certain fixed asset classifications needed to be adjusted to state the balances at estimated fair value.

Fixed Asset Reconciliation

	Per Starpoint Balance Sheet			Adjustment for Fixed Assets Not Acquired			Adjustment of Fixed Assets to Fair Market Value			Pro Forma Fixed Assets
Leasehold Improvements	$	409,309		$	—		$	(409,309	)	$	—
Equipment		3,142,599			(822,378	)		(2,007,221	)		313,000
Furniture and Fixtures		153,001			—			(153,001	)		—
Less: Accumulated Depreciation		(3,161,123	)		747,636			2,413,487			—
Total Property, Plant and Equipment	$	543,786		$	(74,742	)	$	(156,044	)	$	313,000

(5) The fees associated with the new Credit Agreement totaled $996,761.

(6) The acquisition resulted in new long-term debt of $24,600,000.

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Devcon International Corp.

Pro Forma Consolidated Statement of Operations

For the Twelve Months Ending December 31, 2004

(unaudited)

	Devcon International Corporation			Starpoint Limited Partnership [A]			Subtotal			Pro-forma Adjustments			Notes	Pro-forma
Revenue
Materials Revenue		41,061,332						41,061,332							41,061,332
Materials revenue, related party		1,918,593						1,918,593							1,918,593
Construction revenue		14,657,257						14,657,257							14,657,257
Construction revenue, related party		10,394,281						10,394,281							10,394,281
Security revenue		943,080			19,875,419			20,818,499							20,818,499
Other revenue		183,938						183,938							183,938
Total revenue		69,158,481			19,875,419			89,033,900			—				89,033,900
Cost of Sales
Cost of Materials		(36,083,264	)					(36,083,264	)						(36,083,264	)
Cost of Construction		(17,547,373	)					(17,547,373	)						(17,547,373	)
Cost of Security		(648,200	)		(11,599,893	)		(12,248,093	)		2,258,630		(1)		(9,989,463	)
Cost of other		(156,362	)					(156,362	)						(156,362	)
Gross profit		14,723,282			8,275,526			22,998,808			2,258,630				25,257,438
Operating Expenses:
Selling, general and administrative		(15,141,900	)		(11,281,095	)		(26,422,995	)				(2)		(26,422,995	)
Severance and retirement		(1,655,968	)					(1,655,968	)						(1,655,968	)
Impairment of assets		(621,926	)					(621,926	)						(621,926	)
Gain on sales of businesses		—						—							—
Operating (loss), as revised		(2,696,512	)		(3,005,569	)		(5,702,081	)		2,258,630				(3,443,451	)
Other Income (Expense)		71,300						71,300							71,300
Joint venture equity earnings		(164,051	)					(164,051	)						(164,051	)
Interest income, receivables		2,631,398						2,631,398							2,631,398
Interest income, banks		265,491						265,491							265,491
Interest expense					(7,544	)		(7,544	)		(2,050,127	)	(3)		(2,057,671	)
Other Income (Expense)		—						—							—
Gain on Antigua Note		10,970,012						10,970,012							10,970,012
Income (Loss) Before Income Taxes		11,077,638			(3,013,113	)		8,064,525			1,739,814				8,273,028
Income tax (expense) benefit		(440,766	)					(440,766	)		953,567		(4)		512,801
Net income (loss)	$	10,636,872		$	(3,013,113	)	$	7,623,759		$	1,162,071			$	8,785,830
Income (Loss) Per Common Share - Basic	$	2.44												$	2.01
Income (Loss) Per Common Share - Diluted	$	2.09												$	1.72
Weighted Average Number of Shares Outstanding:
Basic		4,363,476													4,363,476
Diluted		5,096,566													5,096,566

[A] Represents the actual results of operations for Starpoint Limited Partnership and its Consolidated Subsidiaries (Debtors-In-Possession), which we acquired on February 28, 2005, as of December 31, 2004.

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Devcon International Corp.

Notes to Pro Forma Consolidated Statement of Operations

(unaudited)

(1) Adjustments were made to asset balances in applying purchase accounting. The following summarizes the adjustment required for depreciation and amortization expense:

Proforma Depreciation and Amortization Adjustments

	Existing			Proforma			Adjustment
Depreciation Expense	$	(247,638	)	$	(78,250	)	$	169,388
Amortization Expense		(4,203,642	)		(2,114,400	)		2,089,242
Total Depreciation and Amortization Expense	$	(4,451,280	)	$	(2,192,650	)	$	2,258,630
Proforma Depreciation Expense:
Gross Net Fixed Assets	$	313,000
Remaining Life		4 years
Proforma Depreciation Expense	$	(78,250	)
Proforma Amortization Expense
New Intangible Assets	$	21,144,000
Remaining Life		10 years
Proforma Amortization Expense	$	(2,114,400	)

(2) Starpoint recorded a corporate allocation of $1,531,311. Since the acquisition was an acquisition of assets, this expense is not being assumed, however this is not included as a proforma adjustment.

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Devcon International Corp.

Notes to Pro Forma Consolidated Statement of Operations (continued)

(unaudited)

(3) The $24,600,000 of long-term debt is issued under the Credit Agreement at an assumed rate of 7.5%. The Credit Agreement contains provisions regarding unused commitment fees. The overall impact on proforma interest expense is shown as follows:

Proforma Interest Expense Calculation

Interest Rate Calculation
3-Month LIBOR		3.25	%
Borrowing Spread		4.25	%
Interest Rate		7.00	%
Cash Interest Expense Calculation
Outstanding Balance of Credit Agreement	$	24,600,000
Interest Rate		7.00	%
Cash Interest Expense	$	(1,845,000	)
Unused Fee Calculation
Face Amount of Credit Agreement	$	35,000,000
Outstanding Balance of Credit Agreement		24,600,000
Unused Portion of Credit Agreement	$	10,400,000
Unused Fee		0.375	%
Unused Fee	$	(39,000	)
Amortization of Loan Origination Costs
Loan Origination Costs	$	996,761
Amortization Period		6 years
Annual Amortization of Loan Origination Costs	$	(166,127	)
Total Proforma Interest Expense	$	(2,050,127	)

(4) Starpoint did not record federal and state income tax expense. We are currently in a federal taxable position and accordingly calculated a proforma income tax expense based upon an effective rate of 34%.

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