SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ROCHON RICHARD C (Last) (First) (Middle) 595 SO. FEDERAL HWY. SUITE 500 (Street) BOCA RATON FL 33432 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/10/2006
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	$5.51	11/10/2006		A		6,000		11/10/2006	11/09/2016	Common Stock	6,000	$5.51	6,014,000(1)(2)(3)	I(1)(2)(3)	See below footnotes(1)(2)(3)

Explanation of Responses:

1. The reporting person was granted these 6,000 options pursuant to the Company's 2006 Incentive Compensation Plan. The 6,014,000 shares of common stock reported above consists of: (1) 8,000 shares issuable upon exercise of options that are presently exercisable or exercisable within 60 days; and (2) 2,000,000 shares of common stock and an additional 4,000,000 shares of common stock issuable upon exercise of presently exercisable warrants that Coconut Palm Capital Investors I, Inc. has the power to vote pursuant to proxies granted to Coconut Palm Capital Investors I, Inc., the general partner of Coconut Palm Capital Investors I, Ltd., by the limited partners of Coconut Palm Capital Investors I, Ltd. in connection with the redemption of their limited partnership interests.

2. Assumes beneficial ownership of such shares is attributed to Mr. Rochon, due to Mr. Rochon's status as the sole shareholder and an officer and a director of Coconut Palm Capital Investors I, Inc., and the resulting power to direct the voting of any shares of common stock that may be deemed to be beneficially owned by Coconut Palm Capital Investors I, Inc. Mr. Rochon disclaims beneficial ownership of the shares attributed to him except to the extent of his pecuniary interest therein.

3. Of the 2,000,000 shares of common stock the Coconut Palm entities have the right to vote, 83,333 of these shares are owned directly by Mr. Rochon. Of the 4,000,000 shares of common stock underlying warrants with respect to which the Coconut Palm entities have the right to vote, Mr. Rochon directly owns 83,333 shares issuable upon exercise of these presently exercisable warrants and an additional 1,350,000 shares of common stock issuable upon exercise of presently exercisable warrants are owned of record and beneficially by RPCP Investments, LLLP. Beneficial ownership of such shares is assumed to be attributed to Mr. Rochon due to Mr. Rochon's status as an officer and a director of RPCP Investments, Inc., the general partner of RPCP Investments, LLLP. Mr. Rochon disclaims beneficial ownership of the shares attributed to him except to the extent of his pecuniary interest therein.

	Richard C. Rochon	11/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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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