EXHIBIT 4.1

                               CERTIFICATE OF

                            AMENDED AND RESTATED

                        CERTIFICATE OF INCORPORATION

                                     OF

                    SOVEREIGN SPECIALTY CHEMICALS, INC.



          SOVEREIGN  SPECIALTY  CHEMICALS,  INC.  (hereinafter  called  the
"corporation"), a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, does hereby certify:

     FIRST:  The present name of the  corporation  is  SOVEREIGN  SPECIALTY
CHEMICALS,  INC.,  which  is the  name  under  which  the  corporation  was
originally incorporated; and the date of filing the original certificate of
incorporation  of the corporation  with the Secretary of State of the State
of Delaware is July 29, 1997.

     SECOND:  The certificate of incorporation of the corporation is hereby
amended by striking out Article Four  thereof and by  substituting  in lieu
thereof a new Article  Four which is set forth in the Amended and  Restated
Certificate of Incorporation hereinafter provided for.

     THIRD:  The  provisions of the  certificate  of  incorporation  of the
corporation  as  heretofore  amended  and/or  supplemented,  and as  herein
amended,  are hereby  restated and  integrated  into the single  instrument
which is hereinafter set forth,  and which is entitled Amended and Restated
Certificate  of  Incorporation  of  SOVEREIGN  SPECIALTY  CHEMICALS,  INC.,
without any further amendment other than the amendment herein certified and
without  any  discrepancy  between the  provisions  of the  certificate  of
incorporation as heretofore  amended and supplemented and the provisions of
the said single instrument hereinafter set forth.

     FOURTH:  The  amendment  and the  restatement  of the  certificate  of
incorporation  herein  certified have been duly adopted by the stockholders
in  accordance  with the  provisions  of Sections  228, 242, and 245 of the
General Corporation Law of the State of Delaware.

     FIFTH: The certificate of incorporation of the corporation, as amended
and  restated  herein,  shall at the  effective  time of this  Amended  and
Restated Certificate of Incorporation, read as set forth in EXHIBIT A.



Executed on this 28th day of  December, 1999


                                SOVEREIGN SPECIALTY CHEMICALS, INC.



                                By: /s/ Robert B. Covalt
                                   -------------------------------
                                Name:  Robert B. Covalt
                                Its:   Chief Executive Officer and President
<PAGE>
                                                                  Exhibit A

                            AMENDED AND RESTATED
                            --------------------

                         ARTICLES OF INCORPORATION
                         -------------------------

                                     OF
                                     --

                    SOVEREIGN SPECIALTY CHEMICALS, INC.
                    -----------------------------------


                                ARTICLE ONE
                                -----------

          The name of the  Corporation  is Sovereign  Specialty  Chemicals,
Inc.

                                ARTICLE TWO
                                -----------

          The address of the  Corporation's  registered office in the State
of Delaware is the  Corporation  Trust Center,  1209 Orange Street,  in the
City of Wilmington,  County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

                               ARTICLE THREE
                               -------------

          The  nature  of the  business  or  purposes  to be  conducted  or
promoted is to engage in any lawful act or activity for which  corporations
may be  organized  under  the  General  Corporation  Law of  the  State  of
Delaware.

                                ARTICLE FOUR
                                ------------

          The total number of shares of capital stock which the Corporation
shall have authority to issue is 4,800,000  shares  consisting of 2,700,000
shares of Common Stock,  par value $0.01 per share  ("Common  Stock"),  and
2,100,000  shares of  Non-Voting  Common  Stock,  par value $0.01 per share
("Non-Voting  Common  Stock" and together  with the Common  Stock,  "Common
Shares").

          Immediately  upon the  effectiveness of this Amended and Restated
Certificate of  Incorporation,  each outstanding share of the Corporation's
Class A Common Stock, par value $0.01 per share, and each outstanding share
of the Corporation's Class B Common Stock, par value $0.01 per share, shall
each without  further  action by the  Corporation  or the holder thereof be
reclassified,  changed and converted into 1,469.418  shares of Common Stock
and 730.182 shares of Non-Voting Common Stock.

Common Shares.
-------------

          A statement of the  designations,  powers,  preferences,  rights,
qualifications,  limitations  and  restrictions  in  respect  of the Common
Shares is as follows:

          (A)  Dividends.  The Board of  Directors of the  Corporation  may
cause  dividends  to be paid to the  holders  of shares of Common  Stock or
Non-Voting  Common Stock out of funds legally  available for the payment of
dividends  by  declaring  an amount  per share as a  dividend.  When and as
dividends or other distributions are declared,  whether payable in cash, in
property or in shares of stock of the Corporation,  other than in shares of
Common Stock or Non-Voting  Common  Stock,  the holders of Common Stock and
the holders of Non-Voting  Common Stock shall be entitled to share equally,
share for share, in such dividends or other distributions.  No dividends or
other  distributions shall be declared or paid in shares of Common Stock or
Non-Voting  Common  Stock or options,  warrants  or rights to acquire  such
stock or securities  convertible  into or  exchangeable  for shares of such
stock, except dividends or other distributions payable ratably according to
the number of shares of Common  Stock and  Non-Voting  Common Stock held by
them, in shares of, or options, warrants or rights to acquire or securities
convertible into or exchangeable for, Common Stock to holders of that class
of stock and Non-Voting Common Stock to holders of that class of stock.

          (B)  Liquidation  Rights.  In  the  event  of  any  voluntary  or
involuntary  liquidation,  dissolution  or winding up of the affairs of the
Corporation,  the  holders of Common  Shares  shall be  entitled  to share,
ratably  according to the number of shares of Common  Stock and  Non-Voting
Common Stock held by them, in all assets of the  Corporation  available for
distribution to its stockholders.

          (C) Voting  Rights.  (1)  Except as  otherwise  provided  in this
Certificate of  Incorporation or required by applicable law, the holders of
Common  Stock  shall  be  entitled  to vote on each  matter  on  which  the
stockholders of the Corporation  shall be entitled to vote, and each holder
of Common  Stock shall be entitled to one vote for each share of such stock
held by such holder.

          (2) The  holders of  Non-Voting  Common  Stock shall not have any
voting  rights  except  as  otherwise   provided  in  this  Certificate  of
Incorporation  or required by  applicable  law and except that such holders
shall be  entitled  to vote as a separate  class on any  amendment  to this
paragraph  (C)(2)  and on any  amendment,  repeal  or  modification  of any
provision  of this  Certificate  of  Incorporation  to the  extent  that it
adversely  affects the powers,  preferences or special rights of holders of
Non-Voting  Common  Stock (and does not affect the powers,  preferences  or
special  rights of  holders  of  Common  Stock in a  substantially  similar
manner).  In the event that any amendment,  repeal or  modification  of any
provision  of this  Certificate  of  Incorporation  adversely  affects  the
powers,  preferences  or special rights of both the holders of Common Stock
and the  holders of  Non-Voting  Common  Stock in a  substantially  similar
manner,  voting with  respect to such matter will be governed by  paragraph
(C)(4) below.

          (3) Except as otherwise  provided in paragraph  (C)(2) above,  on
any  matter  on which  the  holders  of Common  Stock  and the  holders  of
Non-Voting Common Stock are entitled to vote, both classes of Common Shares
entitled to vote shall vote together as a single class,  and each holder of
Common Shares entitled to vote shall be entitled to one vote for each share
of Common Stock and one vote for each share of Non-Voting Common Stock held
by such holder.

          (4) In addition  to any  affirmative  vote  required by law or by
this Certificate of Incorporation,  the affirmative vote or written consent
of only the  holders  of not less than a majority  of the then  outstanding
shares of both classes of Common Shares, voting together as a single class,
shall be  required  for any of the  following  actions:  (i) any  increase,
reduction or other change in the  authorized  number of shares of any class
of Common  Shares,  (ii) the  authorization  of any new  series or class of
stock of the  Corporation  senior to or on a parity with Common Shares with
respect  to the  payment  of  dividends  or the  distribution  of assets on
liquidation,  and increases in the authorized  shares of any such series or
class,  and (iii) any amendment to the  Certificate of  Incorporation  that
adversely  affects the rights of the Common Stock and the Non-Voting Common
Stock. The affirmative  vote or written consent  specified in the preceding
sentence  shall be  required  notwithstanding  the fact that no vote may be
required, or that a lesser percentage vote may be specified, by law, by the
By-Laws of the Corporation or otherwise.

          (D)  Conversion.  (1)  Upon  compliance  with the  provisions  of
paragraph  (D)(3) below, any stockholder  shall be entitled to convert,  at
any time and from time to time,  any or all of the  shares of Common  Stock
held by such  stockholder  into the same  number of  shares  of  Non-Voting
Common Stock.

          (2) Upon  compliance  with the  provisions  of  paragraph  (D)(3)
below, any stockholder  shall be entitled to convert,  at any time and from
time to time,  any and all shares of  Non-Voting  Common Stock held by such
stockholder  into the same  number of shares  of  Common  Stock;  provided,
however,  that no holder of any shares of Non-Voting  Common Stock shall be
entitled to convert any such  shares  into shares of Common  Stock,  to the
extent  that,  as  a  result  of  such  conversion,  such  holder  and  its
Affiliates, directly or indirectly, would own, control or have the power to
vote a greater number of shares of Common Stock or other  securities of any
kind issued by the Corporation than such holder and its Affiliates shall be
permitted  to own,  control  or have  the  power  to vote  under  any  law,
regulation,  rule or other requirement of any governmental authority at the
time  applicable  to  such  holder  or its  Affiliates.  As  used  in  this
Certificate of Incorporation,  the term "Affiliate" shall mean with respect
to  any  individual,   partnership,  joint  venture,  corporation,  limited
liability company, association, trust, or any other entity or organization,
including  a  government   or  political   subdivision   or  an  agency  or
instrumentality  thereof  (a  "Person"),   any  other  Person  directly  or
indirectly  controlling,  controlled  by or under common  control with such
Person. For the purpose of this definition,  the term "control"  (including
with correlative  meanings,  the terms  "controlling",  "controlled by" and
"under common  control  with"),  as used with respect to any Person,  shall
mean the  possession,  directly  or  indirectly,  of the power to direct or
cause the direction of the management and policies of such Person,  whether
through the ownership of voting securities or by contract or otherwise.

          (3)(a) Each conversion of Common Shares of the  Corporation  into
another class of Common Shares of the Corporation  shall be effected by the
surrender of the certificate(s) evidencing the shares of the class of stock
to be converted (the  "Converting  Shares") at the principal  office of the
Corporation  (or such  other  office or agency  of the  Corporation  as the
Corporation  may  designate  by notice in writing to the  holders of Common
Shares) at any time during its usual business hours,  together with written
notice by the holder of such Converting Shares, (i) stating that the holder
desires to convert  the  Converting  Shares or a  specified  number of such
Converting Shares, evidenced by such certificate(s) into an equal number of
shares of the class into which such shares may be converted (the "Converted
Shares"), and (ii) giving the name(s) (with addresses) and denominations in
which the  certificate(s)  evidencing the Converted Shares shall be issued,
and instructions for the delivery  thereof.  The Corporation shall promptly
notify  each  Regulated  Stockholder  (as  defined  below) of record of its
receipt  of  such  notice.   Except  as  otherwise  provided  in  paragraph
(D)(3)(b),  upon receipt of the notice  described in the first  sentence of
this paragraph (D)(3)(a),  together with the certificate(s)  evidencing the
Converting  Shares, the Corporation shall be obligated to, and shall, issue
and  deliver  in  accordance  with  such  instructions  the  certificate(s)
evidencing  the  Converted  Shares  issuable  upon  such  conversion  and a
certificate (which shall contain such legends, if any, as were set forth on
the  surrendered   certificate(s))   representing  any  shares  which  were
represented  by  the  certificate(s)  surrendered  to  the  Corporation  in
connection with such  conversion but which were not Converting  Shares and,
therefore, were not converted;  provided,  however, that if such conversion
is subject to paragraph  (D)(3)(d) below,  the Corporation  shall not issue
said certificate(s) until the expiration of the Deferral Period referred to
therein.  Such conversion,  to the extent permitted by law, shall be deemed
to have been effected as of the close of business on the date on which such
certificate(s)  shall have been  surrendered  and such written notice shall
have been received by the  Corporation,  and at such time the rights of the
holder of such Converting Shares as such holder shall cease (except that in
the  case  of a  conversion  subject  to  paragraph  (D)(3)(d)  below,  the
conversion shall be deemed effective upon expiration of the Deferral Period
referred  to  therein),  and the  person(s)  in  whose  name or  names  any
certificate(s)  evidencing the Converted  Shares are to be issued upon such
conversion  shall be deemed to have become the  holder(s)  of record of the
Converted  Shares.   The  term  "Regulated   Stockholder"  shall  mean  any
stockholder  that is subject to the provisions of Regulation Y of the Board
of  Governors  of the Federal  Reserve  System (12 C.F.R.  Part 225) or any
successor to such regulation ("Regulation Y").

          (b)  Notwithstanding  any provision of paragraph (D)(3)(a) to the
contrary,  the  Corporation  shall not be required to record the conversion
of,  and no  holder of  shares  shall be  entitled  to  convert,  shares of
Non-Voting  Common Stock into shares of Common Stock unless such conversion
is permitted under applicable law; provided,  however, that the Corporation
shall  be  entitled  to rely  without  independent  verification  upon  the
representation  of any holder that the  conversion of shares by such holder
is permitted under applicable law, and in no event shall the Corporation be
liable  to any  such  holder  or any  third  party  arising  from  any such
conversion whether or not permitted by applicable law.

          (c) Upon the issuance of the Converted  Shares in accordance with
this  paragraph  (D),  such shares  shall be deemed to be duly  authorized,
validly issued, fully paid and non-assessable.

          (d) The  Corporation  shall not convert or directly or indirectly
redeem,  purchase or  otherwise  acquire any shares of Common Stock or take
any other action affecting the voting rights of such shares, if such action
will increase the  percentage of  outstanding  voting  securities  owned or
controlled by any Regulated  Stockholder  (other than the stockholder which
requested that the Corporation take such action,  or which otherwise waives
in writing its rights  under this  paragraph  (D))  unless the  Corporation
gives  written  notice  (the  "First  Notice")  of such action to each such
Regulated  Stockholder.  The Corporation  will defer making any conversion,
redemption,  purchase or other  acquisition or taking any such other action
for a period of 30 days (the  "Deferral  Period")  after  giving  the First
Notice  in order to allow  each such  Regulated  Stockholder  to  determine
whether it wishes to convert or take any other  action with  respect to the
Common Shares it owns,  controls or has the power to vote,  and if any such
Regulated Stockholder then elects to convert any shares of Common Stock, it
shall notify the  Corporation  in writing within 20 days of the issuance of
the First Notice,  in which case the  Corporation (i) shall promptly notify
from time to time each other Regulated  Stockholder  holding shares of each
proposed  conversion  and the  proposed  transactions,  and (ii) effect the
conversion  requested  by all  Regulated  Stockholders  in  response to the
notices  issued  pursuant  to this  paragraph  (D)(3)(d)  at the end of the
Deferral  Period  or  as  soon  thereafter  as is  reasonably  practicable.
Notwithstanding  the  foregoing,  at any time at which any shares of Common
Stock or Non-Voting Common Stock are held by a Regulated  Stockholder which
is subject to the  provisions of Regulation  Y, the  Corporation  will not,
without  first  giving such  Regulated  Stockholder  30 days prior  written
notice, directly or indirectly redeem, purchase,  acquire or take any other
action affecting  outstanding  shares of Common Stock or Non-Voting  Common
Stock if such action will increase  above 4.9% the  percentage of any class
of voting  securities  of the  Corporation,  or  increase  above  24.9% the
percentage of outstanding  Common Stock or Non-Voting Common Stock,  owned,
held or controlled by any Regulated  Stockholder and its Affiliates  (other
than a stockholder  which waives in writing its rights under this paragraph
(D)).

          (e) The Corporation  will at all times reserve and keep available
out of its  authorized  but unissued  shares of Common Stock and Non-Voting
Common  Stock or its  treasury  shares,  solely for the purpose of issuance
upon conversion of shares of Common Stock and Non-Voting Common Stock, such
number  of  shares  of such  class  as  shall  then be  issuable  upon  the
conversion of all outstanding  shares of Common Stock and Non-Voting Common
Stock.

          (f) The issue of certificates  evidencing  shares of any class of
Common Shares upon conversion of shares of any other class of Common Shares
shall be made  without  charge to the  holders of such shares for any issue
tax in  respect  thereof  or other  cost  incurred  by the  Corporation  in
connection with such conversion;  provided,  however, the Corporation shall
not be  required  to pay any tax  that may be  payable  in  respect  of any
transfer involved in the issuance and delivery of any certificate in a name
other than that of the holder of the Common Shares converted.

          (4) If the  Corporation  shall in any manner  subdivide (by stock
split,  stock  dividend or otherwise) or combine (by reverse stock split or
otherwise)  the  outstanding  shares of the Common Stock or the  Non-Voting
Common Stock,  the outstanding  shares of each other class of Common Shares
shall be  proportionately  subdivided or combined,  as the case may be, and
effective  provision  shall be made for the  protection  of all  conversion
rights hereunder. In case of any reorganization, reclassification or change
of shares of Common Stock or  Non-Voting  Common Stock (other than a change
in  par  value,  or  from  par  value  to no par  value  as a  result  of a
subdivision  or  combination),  or in  case  of  any  consolidation  of the
Corporation  with  one  or  more  other  corporations  or a  merger  of the
Corporation with another  corporation (other than a consolidation or merger
in which the  Corporation is the continuing  corporation and which does not
result in any  reclassification  or change of outstanding  shares of Common
Stock or Non-Voting  Common Stock),  or in case of any sale, lease or other
disposition to another corporation (other than a wholly-owned subsidiary of
the Corporation) of all or substantially all the assets of the Corporation,
each holder of Common Shares,  irrespective of class,  shall have the right
at any time  thereafter,  so long as the  conversion  right  hereunder with
respect to such Common Shares would exist had such event not  occurred,  to
convert  such  shares into the kind and amount of shares of stock and other
securities   and   property   (including   cash)   receivable   upon   such
reorganization,  reclassification,  change,  consolidation,  merger,  sale,
lease or other disposition by a holder of the number of shares of the class
of Common  Shares into which such Common  Shares might have been  converted
immediately  prior  to  such  reorganization,   reclassification,   change,
consolidation,  merger,  sale, lease or other disposition.  In the event of
such a reorganization,  reclassification,  change,  consolidation,  merger,
sale, lease or other disposition,  effective provision shall be made in the
certificate of incorporation  of the resulting or surviving  corporation or
otherwise for the protection of the conversion  rights of the Common Shares
of each class that shall be applicable,  as nearly as reasonably may be, to
any  such  other  shares  of  stock  and  other   securities  and  property
deliverable  upon conversion of Common Shares into which such Common Shares
might have been converted  immediately prior to such event. The Corporation
shall use commercially  reasonable  efforts (taking into account all of the
facts and circumstances it considers appropriate at the time) not to engage
in any  merger,  consolidation  or  recapitalization  pursuant to which any
holder of shares of  Non-Voting  Common Stock would be required to take (i)
any voting  securities  which  would  cause such holder to violate any law,
regulation or other requirement of any governmental body applicable to such
holder, or (ii) any securities  convertible into voting securities which if
such  conversion  took place  would  cause such  holder to violate any law,
regulation or other requirement of any governmental body applicable to such
holder  other  than  securities  which  are  specifically  provided  to  be
convertible  only in the event that such  conversion  may occur without any
such  violation.  In the event that,  after using  commercially  reasonable
efforts to put in place alternative arrangements to a merger, consolidation
or  recapitalization  which would cause the  violations  referred to in the
preceding sentence to occur, the Corporation determines that such a merger,
consolidation  or  recapitalization  is to be consummated,  the Corporation
shall give each holder of shares of  Non-Voting  Common Stock not less than
30  days  prior   written   notice  of  such   merger,   consolidation   or
recapitalization and upon the request of such holder, the Corporation shall
use commercially reasonable efforts to assist such holder in selling all or
any portion of such holder's stock or other  securities of the  Corporation
or any successor to the Corporation.

                                ARTICLE FIVE
                                ------------

          The name and  mailing  address  of the sole  incorporator  are as
follows:

                NAME                     MAILING ADDRESS
                ----                     ---------------

                Maureen L. Maher         200 East Randolph Drive
                                         Suite 5700
                                         Chicago, IL  60601

                                ARTICLE SIX
                                -----------

          The corporation is to have perpetual existence.

                               ARTICLE SEVEN
                               -------------

          In furtherance  and not in limitation of the powers  conferred by
statute,  the board of directors of the corporation is expressly authorized
to make, alter or repeal the by-laws of the corporation.

                               ARTICLE EIGHT
                               -------------

          Meetings of stockholders  may be held within or without the State
of Delaware,  as the by-laws of the corporation  may provide.  The books of
the  corporation may be kept outside the State of Delaware at such place or
places as may be designated  from time to time by the board of directors or
in the by-laws of the  corporation.  Election of  directors  need not be by
written ballot unless the by-laws of the corporation so provide.

                                ARTICLE NINE
                                ------------

          To the fullest extent permitted by the General Corporation Law of
the State of  Delaware as the same exists or may  hereafter  be amended,  a
director of this corporation  shall not be liable to the corporation or its
stockholders  for  monetary  damages  for a breach of  fiduciary  duty as a
director.  Any  repeal  or  modification  of this  ARTICLE  NINE  shall not
adversely  affect any right or protection of a director of the  corporation
existing at the time of such repeal or modification.

                                ARTICLE TEN
                                -----------

          The  corporation  expressly  elects not to be governed by Section
203 of the General Corporation Law of the State of Delaware.

                               ARTICLE ELEVEN
                               --------------

          The  corporation  reserves the right to amend,  alter,  change or
repeal any provision  contained in this certificate of incorporation in the
manner now or hereafter  prescribed  herein and by the laws of the State of
Delaware,  and all rights  conferred upon  stockholders  herein are granted
subject to this reservation.