3
1119979

Exhibit 2(b)



                         FIRST AMENDMENT
                               TO
                    STOCK PURCHASE AGREEMENT

     This  FIRST  AMENDMENT  TO  STOCK  PURCHASE  AGREEMENT  (the
"Amendment")  is  made and entered into as of  the  10th  day  of
October,  2000 by and among MINI CROWN FUNDING CORP., a  Delaware
corporation   (the   "Buyer"),  the  Buyer's  parent,   SOVEREIGN
SPECIALTY CHEMICALS, INC., a Delaware corporation (the "Parent"),
IMPERIAL  ADHESIVES, INC., an Ohio corporation ("Imperial"),  and
NS  GROUP,  INC.,  a  Kentucky corporation (the  "Seller").   The
Buyer,  the  Parent,  the Seller, and Imperial  are  referred  to
herein  individually  as  a  "Party"  and  collectively  as   the
"Parties."  Capitalized terms used but not defined  herein  shall
have  the  meaning  assigned to them in  certain  Stock  Purchase
Agreement dated as of September 13, 2000 by and among the Parties
(the "Stock Purchase Agreement").

                            RECITALS

       A.    Certain  disputes  have  arisen  among  the  Parties
regarding  certain  terms of the Stock  Purchase  Agreement.   In
order to resolve those disputes, the Parties have agreed to amend
the Stock Purchase Agreement as set forth in this Amendment.

                            AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing Recitals,
and  the  mutual agreements herein contained, and other good  and
valuable consideration, the receipt and sufficiency of which  are
hereby  mutually  acknowledged, the Stock Purchase  Agreement  is
amended as follows:

     1.     Section  1  of  the  Stock  Purchase  Agreement,
entitled  "Definitions," is hereby amended by  deleting  the
definition of "Preliminary Statement of Net Work Capital" in
its entirety.

     2.    Section  2(b)  of  the Stock Purchase  Agreement,
entitled "Purchase Price," is hereby amended by deleting the
phrase  ", as preliminarily adjusted in accordance with  the
provisions of Section 2(c) hereof".

     3.    Section  2(c)  of  the Stock Purchase  Agreement,
entitled "Working Capital Adjustment," is hereby amended  as
follows:

          (a)   by deleting the clause "At the Closing,  the
     Purchase Price shall be adjusted upward or downward  on
     a  dollar-for-dollar basis by the amount by  which  the
     Net  Working Capital of Imperial at Closing is more  or
     less  than $6,550,000," appearing in the first sentence
     thereof  and substituting therefor the clause "Pursuant
     to  the provisions of Section 2(g) hereof, the Purchase
     Price shall be adjusted upward or downward on a dollar-
     for-dollar basis by the amount by which the Net Working
     Capital  of  Imperial at Closing is more or  less  than
     $7,450,000," in its place and stead; and

          (b)  by deleting the last sentence of Section 2(c)
     in its entirety.

     4.     Section   2(e)(ii)(A)  of  the  Stock   Purchase
Agreement is hereby amended by deleting the phrase  "at  the
Closing  pursuant  to  Section 2(c)  above  and  subject  to
further adjustment" appearing on the second and third  lines
thereof.

     5.    Section  2(g)  of  the Stock Purchase  Agreement,
entitled "Post-Closing Purchase Price Adjustment," is hereby
amended  by  deleting  the phrase "Net  Working  Capital  of
Imperial  as disclosed on the Preliminary Statement  of  Net
Working  Capital"  throughout Section 2(g) and  substituting
therefor  the phrase "Target Net Working Capital Amount"  in
its place and stead.

     6.   All of the other terms and provisions of the Stock
Purchase Agreement, except as hereinabove amended by the terms of
this Amendment, shall remain in full force and effect.

     7.   This Amendment shall be effective as of the date first
above written.

     8.   This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered will
be deemed an original, and such counterparts together will
constitute one instrument.

      IN  WITNESS  WHEREOF, the Parties have  entered  into  this
Amendment on the day and year first above written.


                                BUYER:

                                MINI CROWN FUNDING CORP.


                                By:
                                  Name:
                                  Title:


                                PARENT:


                                SOVEREIGN SPECIALTY CHEMICALS,
                                INC.


                                By:
                                  Name:
                                  Title:


                                IMPERIAL:

                                IMPERIAL ADHESIVES, INC.


                                By:
                                  Name:
                                  Title:


                                SELLER:

                                NS GROUP, INC.


                                By:
                                  Name:
                                  Title: