UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 ---------------
                                    FORM 10-Q
                                 ---------------


(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

                  For the quarterly period ended March 31, 2004

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

                        For the transition period from to

                                 ---------------

                        Commission File Number 333-39373

                       SOVEREIGN SPECIALTY CHEMICALS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                 ---------------

                                    Delaware
                                   36-4176637
         (State or Other Jurisdiction of Incorporation or Organization)
                        (IRS Employer Identification No.)

              225 W. Washington St. -- Ste. 1450, Chicago, IL 60606
                    (Address of Principal Executive Offices)
                                   (Zip Code)

       Registrant's Telephone Number, Including Area Code: (312) 223-7970
                    Registrant's Web Address: sovereignsc.com

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

    On May 5, 2004, the registrant had 1,432,694 shares of voting common stock
outstanding and 730,182 shares of non-voting common stock outstanding.

<PAGE>



                       SOVEREIGN SPECIALTY CHEMICALS, INC.

                                    FORM 10-Q

                                TABLE OF CONTENTS

                                                                   Page Number
                                                                   -----------
   PART I.  Financial Information
   Item 1. Financial Statements:
   Consolidated Balance Sheets at March 31, 2004 (Unaudited)
     and December 31, 2003.........................................     1
   Consolidated Statements of Operations for the three months
     ended March 31, 2004 and 2003 (Unaudited).....................     2
   Consolidated Statements of Cash Flows for the three months
     ended March 31, 2004 and 2003 (Unaudited).....................     3
   Notes to Consolidated Financial Statements......................     4
   Item 2. Management's Discussion and Analysis of
     Financial Condition and Results of Operations.................     9
   Item 3. Quantitative and Qualitative Disclosures about
     Market Risk...................................................     15
   Item 4. Controls and Procedures.................................     16
   PART II.  Other Information
   Item 1. Legal Proceedings.......................................     17
   Item 2. Changes in Securities and Use of Proceeds...............     17
   Item 3. Defaults Upon Senior Securities.........................     17
   Item 4. Submission of Matters to a Vote of Security
     Holders.......................................................     17
   Item 5. Other Information.......................................     17
   Item 6. Exhibits and Reports on Form 8-K........................     17
   Signatures......................................................     18




<PAGE>




              SOVEREIGN SPECIALTY CHEMICALS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in Thousands, Except Share Amounts)

<TABLE>
<CAPTION>
                                                                        March 31,   December 31,
                                                                          2004          2003
                                                                      -----------  -----------
                                                                       (Unaudited)
  Assets
  Current assets:
    <S>                                                               <C>          <C>
    Cash and cash equivalents.......................................  $    11,792  $     8,454
    Accounts receivable, net........................................       60,370       51,205
    Inventories.....................................................       31,615       26,574
    Other current assets............................................        4,159        3,785
                                                                      -----------  -----------
  Total current assets..............................................      107,936       90,018
  Property, plant, and equipment, net...............................       66,491       67,877
  Goodwill, net.....................................................      124,388      124,388
  Deferred financing costs, net.....................................        6,754        7,274
  Other assets......................................................          296          187
                                                                      -----------  -----------
  Total assets......................................................  $   305,865  $   289,744
                                                                      ===========  ===========
  Liabilities and stockholders' equity
  Current liabilities:
    Accounts payable................................................  $    39,375  $    31,327
    Accrued expenses................................................       16,469       22,758
    Current portion of long-term debt...............................        1,685        2,122
    Current portion of capital lease obligations....................          411          429
                                                                      -----------  -----------
  Total current liabilities.........................................       57,940       56,635
  Long-term debt, less current portion..............................      219,135      206,108
  Capital lease obligations, less current portion...................        2,094        2,118
  Other long-term liabilities.......................................        2,275        2,319

  Stockholders' equity:
    Common stock, $0.01 par value, 2,700,000 shares authorized,
    1,432,694 and 1,441,189 issued and outstanding..................           15           15
    Common stock, non-voting, $0.01 par value, 2,100,000 shares
    authorized, 730,182 issued and outstanding......................            7            7
    Additional paid-in capital......................................       63,227       64,073
    Accumulated deficit.............................................      (37,700)     (40,488)
    Accumulated other comprehensive loss............................       (1,128)      (1,043)
                                                                      ------------ ------------
  Total stockholders' equity........................................       24,421       22,564
                                                                      -----------  -----------
  Total liabilities and stockholders' equity........................  $   305,865  $   289,744
                                                                      ===========  ===========
</TABLE>


          See accompanying notes to consolidated financial statements.



<PAGE>




              SOVEREIGN SPECIALTY CHEMICALS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in Thousands)



                                                        Three months ended
                                                        ------------------
                                                   March 31, 2004 March 31, 2003
                                                     (Unaudited)    (Unaudited)
                                                     ---------      ---------
  Net sales......................................    $  95,742      $  89,821
  Cost of goods sold.............................       68,120         65,485
                                                     ---------      ---------
  Gross profit...................................       27,622         24,336
  Selling, general and administrative expenses...       18,162         17,510
                                                     ---------      ---------
  Operating income...............................        9,460          6,826
  Interest expense, net..........................        6,197          6,283
                                                     ---------      ---------
  Income before income taxes.....................        3,263          543
  Income tax expense ............................          475            448
                                                     ---------      ---------
  Net income.....................................    $   2,788      $      95
                                                     =========      =========

           See accompanying notes to consolidated financial statements



<PAGE>




              SOVEREIGN SPECIALTY CHEMICALS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>



                                                                         Three months ended
                                                                        ------------------
                                                                   March 31, 2004  March 31, 2003
                                                                     (Unaudited)    (Unaudited)
                                                                      ---------      ---------
 Operating Activities
 <S>                                                                  <C>           <C>
 Net income ....................................................      $   2,788      $      95
 Adjustments to reconcile net income to net cash used
   in operating activities:
   Depreciation and amortization................................          2,486          2,185
   Amortization of deferred financing costs.....................            520            521
   Amortization of debt discounts...............................            146            141
   Foreign exchange loss (gain).................................            (33)            32
   Deferred income taxes........................................            --             739
   Changes in operating assets and liabilities:
      Accounts receivable.......................................         (9,283)        (4,989)
      Inventories...............................................         (5,041)        (2,717)
      Prepaid expenses and other assets.........................           (377)        (1,146)
      Accounts payable and other liabilities....................          1,684         (1,388)
                                                                      ---------      ---------
 Net cash used in operating activities..........................         (7,110)        (6,527)
 Investing Activities
 Purchase of property, plant and equipment......................           (885)        (1,940)
                                                                      ----------     ---------
 Net cash used in investing activities..........................           (885)        (1,940)
 Financing Activities
 Payments on long-term debt.....................................           (619)          (619)
 Repurchase of common stock..........................................      (846)            --
 Payments for deferred financing costs..........................             --            (34)
 Payments on capital lease obligations..........................            (42)           (43)
 Proceeds from revolving credit facilities......................         13,063         11,000
 Payments on revolving credit facilities........................             --         (7,514)
                                                                      ---------      ---------
 Net cash provided by financing activities......................         11,555          2,790
 Effect of exchange rate changes on cash........................           (222)            16
                                                                      ----------     ---------
 Net increase (decrease) in cash and cash equivalents...........          3,338         (5,661)
 Cash and cash equivalents at beginning of period...............          8,454         14,124
                                                                      ---------      ---------
 Cash and cash equivalents at end of period.....................      $  11,792      $   8,463
                                                                      =========      =========

          See accompanying notes to consolidated financial statements.
</TABLE>



<PAGE>




              SOVEREIGN SPECIALTY CHEMICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2004
                             (Dollars in Thousands)

1. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

    The consolidated financial statements as of and for the periods ended March
31, 2004 and 2003, respectively, include the accounts of Sovereign Specialty
Chemicals, Inc. and its wholly owned subsidiaries (the "Company"). All
intercompany balances and transactions have been eliminated.

    The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Interim Financial Information

    The unaudited interim consolidated financial statements of the Company, in
the opinion of management, reflect all necessary adjustments, consisting only of
normal recurring adjustments, for a fair presentation of results as of the dates
and for the interim periods covered by the financial statements. The results for
the interim periods are not necessarily indicative of the results of operations
to be expected for the entire year or any other interim period

    The unaudited interim consolidated financial statements of the Company have
been prepared in conformity with generally accepted accounting principles and
reporting practices. Certain information in footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles has been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission; however, the Company
believes the disclosures are adequate to make the information not misleading.
The unaudited interim consolidated financial statements contained herein should
be read in conjunction with the audited consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2003.

Reclassifications

    Certain prior year amounts have been reclassified to conform to current year
presentation.

2. Plant Closure Costs

    In November 2002, the Company announced the closure of its Cincinnati, Ohio
and Kapellen, Belgium manufacturing plants in 2003. At the time of the
announcement, the Cincinnati, Ohio plant employed 118 people, and primarily
produced water-borne adhesives sold to the industrial market. Substantially all
production from this plant was transferred to the Company's plants in
Greenville, South Carolina, and Carol Stream and Plainfield, Illinois in the
first nine months of 2003. Production related to the final product line to be
transferred was completed in the first quarter of 2004. Some of the technical,
sales support, customer service, and administrative functions have been
transitioned to other Company locations. The Company expects that approximately
88 employees, in both manufacturing and support functions will be terminated as
part of the closure. At March 31, 2004, 82 employees have been terminated under
the announced plan.

    At the time of the November 2002 announcement, the Kapellen, Belgium plant
employed 24 people and produced water-borne and hot-melt adhesives for the
European packaging and converting market. This production was shifted to the
Newark, United Kingdom plant during the first nine months of 2003. Approximately
16 employees primarily in manufacturing functions have been terminated as part
of the plant closure. A separate Kapellen office will continue to provide sales,
technical and distribution support to continental Europe.

    These closures include the termination of certain existing employees, the
abandonment or sale at a loss of certain fixed assets, the disposal of certain
inventory and the sale of certain buildings. As a result of the announced
closures, the Company recorded a charge of $4.1 million in the fourth quarter of
2002 and an additional charge of $0.4 million in the first half of 2003,
included in selling, general and administrative expense, relative to the
following costs: termination benefits of $2.0 million, loss on fixed assets of
$1.3 million and other exit costs of $1.2 million. Approximately $1.2 million of
termination benefits, $0.3 million of fixed asset write offs, and $0.5 million
of other exits costs have been incurred through March 31, 2004. The Company
expects approximately $0.3 million of termination benefits, $1.0 million write
off of fixed assets in Cincinnati and $0.4 million of other exit costs will be
incurred in 2004 and are recorded in accrued liabilities on the balance sheet.
Approximately $0.5 million of termination benefits in Belgium are long term and
this obligation and $0.3 million in other exit costs are recorded in other long
term liabilities at March 31, 2004.

    The following provides an analysis of the changes in the plant closure
liability for the three months ended March 31, 2004:

     Liability for plant closures, balance at January 1, 2004...$   2,854
     Less: costs incurred three months ended March 31, 2004.....    (340)
                                                                ----------
     Liability for plant closures, balance at March 31, 2004....$   2,514
                                                                =========

3. Inventories

    Inventories are summarized as follows:

                                        March 31,  December 31,
                                          2004         2003
                                       ----------   ---------
                   Raw materials.....  $   10,936   $   9,235
                   Work in process...         572         478
                   Finished goods....      20,701      16,861
                                       ----------   ---------
                                       $   31,615   $  26,574
                                       ==========   =========

4. Comprehensive Loss

    For the three months ended March 31, 2004 and 2003, respectively, the
calculation of comprehensive loss is as follows:


                                                            For the
                                                      three months ended
                                                           March 31,
                                                       ------------------
                                                         2004      2003
                                                       -------- ---------
          Net income as reported.....................  $  1,638 $     95
          Foreign currency translation adjustments...      (85)     (191)
                                                       -------- ---------
          Comprehensive loss.........................  $  1,553 $    (96)
                                                       ======== =========

5. Segment Reporting

    The Company has two reportable segments: the commercial segment and the
construction segment. Applications sold by the commercial segment consist
primarily of flexible packaging adhesives and coatings for a number of
applications, high performance, specialty adhesives and coatings for automotive,
aerospace, manufactured housing and textile applications. Through the
construction segment, the Company manufactures and sells housing repair,
remodeling and construction sealants and adhesives used in exterior and interior
applications.

    The Company evaluates performance and defines segment profit based upon
operating income. The reportable segments' accounting policies are the same as
those of the Company as a whole. Segment profit is calculated as a reportable
segment's operating income. Total segment profits exceed consolidated operating
profits because of unallocated corporate expenses included in selling, general
and administrative expenses.

    The reportable segments are each managed and measured separately primarily
due to the differing customers, products sold and distribution channels. The
reportable segments are as follows:

<PAGE>

<TABLE>
<CAPTION>

                                                    Commercial Construction  Totals
                                                    ---------- ------------ --------

 For the three months ended March 31, 2004:
   <S>                                              <C>         <C>         <C>
   Net sales.....................................   $   60,941  $  34,801   $  95,742
   Segment profit................................        6,744       5,049     11,793
 For the three months ended March 31, 2003:
   Net sales.....................................   $   58,610  $   31,211  $  89,821
   Segment profit................................        5,069       4,154      9,223
</TABLE>

A reconciliation of the reportable segments to consolidated operating income is
as follows:


                                                              For the
                                                        three months ended
                                                             March 31,
                                                      ---------------------
                                                         2004       2003
                                                      ---------- ----------
              Profit:
              Total profit for reportable segments..  $   11,793 $    9,223
              Unallocated corporate expense.........      (2,333)    (2,397)
                                                      ---------- ----------
                Income from operations..............  $    9,460 $    6,826
                                                      ========== ==========

6.  Defined Benefit Pension Plans

The Company sponsors two defined benefit pension plan covering certain salaried
and union employees of certain subsidiaries of the Company. The salaried plan is
not open to new participants. The Company's funding policy has been to
contribute annually at least the minimum required by ERISA. The plans provide
monthly benefits under a benefit formula. The number of plan participants total
112 in aggregate at March 31, 2004, 88 of which are active or terminated and
fully vested and 24 of which are retired and receiving benefits. None of the
plan assets of either pension plan are invested in equity of the Company or
equity investments in any related party.

                                                         For the
                                                    three months ended
                                                        March 31,
                                                      2004     2003
                                                    -------- --------
      Components of net periodic benefit cost:
        Service cost.............................   $     15 $     17
        Interest cost............................         39       39
        Recognized loss..........................         10       19
        Expected return on plan assets...........        (23)     (31)
                                                    -------- --------
        Net periodic benefit cost ...............   $     41 $     44
                                                    ======== ========

7. Other Financial Information

    The Company is a holding company with no independent assets or operations.
Certain of the Company's subsidiaries (Guarantor Subsidiaries) have guaranteed
the Company's 11 7/8% Senior Subordinated Notes. Full separate financial
statements of the Guarantor Subsidiaries have not been presented as the
guarantors are wholly owned subsidiaries of the Company and the guarantees are
full, unconditional and joint and several. Management does not believe that
inclusion of such financial statements would be material to investors. The
unaudited condensed financial statement data as of March 31, 2004 and 2003 of
the Guarantor Subsidiaries and the non-guarantor subsidiaries are below.


<PAGE>


    The following sets forth the unaudited financial data at March 31, 2004 and
for the three months then ended.

<TABLE>
<CAPTION>


                                           Guarantor   Non-Guarantor
                                          Subsidiaries Subsidiaries   The Company  Eliminations   Total
                                           ---------     --------      ---------    ---------- ----------
     Statement of operations data:
    <S>                                    <C>           <C>           <C>          <C>        <C>
     Net sales..........................   $  83,379     $ 12,363      $      --    $       -- $   95,742
     Cost of goods sold.................      58,805        9,315             --            --     68,120
                                           ---------     --------      ---------    ---------- ----------
     Gross profit.......................      24,574        3,048             --            --     27,622
     Selling, general and administrative
       expense..........................      13,457        2,371          2,334            --     18,162
                                           ---------     --------      ---------    ---------- ----------
     Operating income (loss)............      11,117          677         (2,334)           --      9,460
     Interest expense, net..............      (5,288)        (107)          (802)           --     (6,197)
                                           ----------    ---------     ----------   ---------- -----------
     Income (loss) before income taxes..
                                           $   5,829     $    570      $  (3,136)   $       -- $    3,263
                                           =========     ========      ==========   ========== ==========
     Balance sheet data:
     Current assets.....................   $  91,028     $ 23,389      $  23,904    $  (30,385)$  107,936
     Property plant and equipment, net..      53,026       12,576            889            --     66,491
     Goodwill...........................     121,353        3,035             --            --    124,388
     Deferred financing costs, net......       5,218           --          1,536            --      6,754
     Deferred income taxes..............       6,004          863         (6,867)           --         --
     Other assets.......................       4,995           12        282,633      (287,344)       296
                                           ---------     --------      ---------    ---------- ----------
     Total assets.......................   $ 281,624     $ 39,875      $ 302,095    $ (317,729)$  305,865
                                           =========     ========      =========    ========== ==========
     Liabilities and stockholders' equity:
     Current liabilities................   $  69,112     $ 16,238      $   3,450    $  (30,860)$   57,940
     Long-term liabilities..............      204023        9,202        223,502      (213,223)   223,504
     Total stockholders' equity.........       8,489       14,435         75,143       (73,646)    24,421
                                           ---------     --------      ---------    ---------- ----------
     Total liabilities and stockholders'
       Equity...........................   $ 281,624     $ 39,875      $ 302,095    $ (317,729)$  305,865
                                           =========     ========      =========    ========== ==========


                                           Guarantor   Non-Guarantor
                                          Subsidiaries Subsidiaries   The Company  Eliminations   Total
                                           ---------     --------      ---------    ---------- ----------
     Statement of cash flows data:
     Operating Activities:
     Net income (loss)..................   $   4,377     $    394      $  (1,983)   $       -- $    2,788
     Depreciation and amortization......       1,811          352            323            --      2,486
     Foreign exchange (gains) losses....           3          (36)            --            --        (33)
     Amortization of debt discounts.....          --           --            146            --        146
     Amortization of deferred financing
       Costs............................         386           --            134            --        520
     Changes in operating assets and
       Liabilities......................     (10,304)        (172)        (2,542)           --    (13,018)
                                           ----------    ---------     ----------   ---------- -----------
     Net cash provided by (used  in)
      operating Activities..............      (3,727)         538         (3,922)           --     (7,110)
     Investing activities:
     Purchase of property, plant and
       Equipment........................        (239)         (87)          (559)           --       (885)
                                           ----------    ---------     ----------   ---------- -----------
     Net cash used in investing                 (239)         (87)          (559)           --       (885)
      activities........................
     Financing activities:
     Intercompany financing.............       6,927          627         (7,554)           --         --
     Payments on long term debt.........          --         (500)          (119)           --       (619)
     Repurchase of common stock.........          --           --           (846)           --       (846)
     Payments on capital lease                   (42)          --             --            --        (42)
      obligations.......................
     Net proceeds on revolving
       credit facilities................          --           63         13,000            --     13,063
                                           ---------     --------      ---------    ---------- ----------
     Net cash provided by  financing
       activities.......................       6,880          190          4,480            --     11,555
     Effect of foreign  currency  changes
      on cash............................       (139)         (83)            --            --       (222)
                                           ----------    ---------     ---------    ---------- -----------

     Net increase in cash...............       2,780          558             --            --      3,338
     Cash and cash equivalents,
      beginning of period...............      11,378        2,746             --            --      8,454
                                            ---------     --------      ---------    ---------- ----------
     Cash and cash equivalents, end of
       period...........................   $  14,158     $  3,304      $      --    $       -- $   11,792
                                           =========     ========      =========    ========== ==========
</TABLE>

<PAGE>



      The following sets forth the unaudited financial data at March 31, 2003
and for the three months then ended.

<TABLE>
<CAPTION>

                                          Guarantor   Non-Guarantor
                                          Subsidiaries Subsidiaries   The Company  Eliminations   Total
                                           ---------     --------      ---------    ---------- ----------
     Statement of operations data:
    <S>                                    <C>           <C>           <C>          <C>        <C>
     Net sales..........................   $  77,605     $ 12,216      $      --    $       -- $   89,821
     Cost of goods sold.................      56,444        9,041             --            --     65,485
                                           ---------     --------      ---------    ---------- ----------
     Gross profit.......................      21,161        3,175             --            --     24,336
     Selling, general and administrative
       expense..........................      12,742        2,788          1,980            --     17,510
                                           ---------     --------      ---------    ---------- ----------
     Operating income (loss)............       8,419          387         (1,980)           --      6,826
     Interest expense, net..............      (5,755)         (49)          (479)           --     (6,283)
                                           ---------     --------      ---------    ---------- ----------
     Income (loss) before income taxes..   $   2,664     $    338      $  (2,459)   $       -- $      543
                                           =========     ========      =========    ========== ==========
     Balance sheet data:
     Current assets.....................   $  82,841     $ 21,122      $  15,832    $  (15,558)$  104,237
     Property plant and equipment, net..      54,946       11,821            853            --     67,620
     Goodwill...........................     121,353        3,035             --            --    124,388
     Deferred financing costs, net......       6,785           --          2,078            --      8,863
     Deferred income taxes..............       6,091          863         (1,821)           --      5,133
     Other assets.......................      10,888           39        282,631      (293,471)        87
                                           ---------     --------      ---------    ---------- ----------
     Total assets.......................   $ 282,904     $ 36,880      $ 299,573    $ (309,029)$  310,328
                                           =========     ========      =========    ========== ==========
     Liabilities and stockholders' equity:
     Current liabilities................   $  54,779     $ 15,058      $   3,028    $  (15,558)$   57,307
     Long-term liabilities..............     210,738       18,171        221,378      (223,023)   227,264
     Total stockholders' equity.........      17,387        3,651         75,167       (70,448)    25,757
                                           ---------     --------      ---------    ---------- ----------
     Total liabilities and stockholders'
       equity...........................   $ 282,904     $ 36,880      $ 299,573    $ (309,029)$  310,328
                                           =========     ========      =========    ========== ==========


                                           Guarantor   Non-Guarantor
                                          Subsidiaries Subsidiaries   The Company  Eliminations   Total
                                           ---------     --------      ---------    ---------- ----------
     Statement of cash flows data:
     Operating activities:
     Net income (loss)..................   $   1,181     $    156      $  (1,242)   $       -- $       95
     Depreciation and amortization......       1,821          319             45            --      2,185
     Deferred income taxes..............          --           --            739            --        739
     Foreign exchange (gains) losses....         (30)          62             --            --         32
     Amortization of debt discount......          --           --            141            --        141
     Amortization of deferred financing
       Costs............................         386           --            135            --        521
     Changes in operating assets and
       liabilities......................      (1,617)      (1,884)        (6,739)           --    (10,240)
                                           ---------     --------      ---------    ---------- ----------
     Net cash provided by (used  in)
     operating activities...............       1,741       (1,347)        (6,921)           --     (6,527)
     Investing activities:
     Purchase of property, plant and
       equipment........................      (1,774)         (45)          (121)           --     (1,940)
                                           ---------     --------      ---------    ---------- ----------
     Net cash used in investing
      activities........................      (1,774)         (45)          (121)           --     (1,940)
     Financing activities:
     Intercompany financing.............      (5,068)         849          4,219            --         --
     Payments on long term debt.........          --         (500)            --            --       (500)
     Deferred financing costs...........          --           --            (34)           --        (34)
     Payments on capital lease
      obligations.......................         (43)          --             --            --        (43)
     Net proceeds on revolving
       credit facilities................          --          510          2,857            --      3,367
                                           ---------     --------      ---------    ---------- ----------
     Net cash provided by (used  in)
      financing activities..............      (5,111)         859          7,042            --      2,790
     Effect of foreign currency changes
      on cash...........................         102          (86)            --            --         16
                                           ---------     --------      ---------    ---------- ----------
     Net decrease in cash and cash
       equivalents......................      (5,042)        (619)            --            --     (5,661)
     Cash and cash equivalents, beginning
       of period........................      11,378        2,746             --            --     14,124
                                           ---------     --------      ---------    ---------- ----------
     Cash and cash equivalents, end of
       period...........................   $   6,336     $  2,127      $      --    $       -- $    8,463
                                           =========     ========      =========    ========== ==========

</TABLE>

<PAGE>


     Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations

    The following discussion and analysis is provided to increase the
understanding of, and should be read in conjunction with, the unaudited interim
consolidated financial statements and accompanying notes included herein.

General

    We are a leading developer and supplier of high performance specialty
adhesives, sealants and coatings for use in three primary end markets: packaging
and converting; industrial; and construction. We operate in the highly
fragmented adhesives, sealants and coatings segment of the specialty chemicals
industry. We focus on select value-added market niches in which we have
established leadership positions and competitive advantages in product
development, manufacturing and distribution. Our strategy includes swiftly
responding to emerging customer needs and leveraging the depth and breath of our
operations, technologies, best practices and expertise. We frequently design our
products in cooperation with our customers to meet their unique specifications
and to provide critical performance attributes to their products, resulting in a
significant number of long-lived primary supplier relationships.

    We are headquartered in Chicago, Illinois, and supported by operations
worldwide. We were founded as a partnership in 1995, were incorporated in 1997,
and in 1999, 75% of our common stock was acquired by SSCI Investors LLC. We have
successfully expanded our business through the integration of ten strategic
acquisitions. Currently, our business is comprised of a Commercial segment and a
Construction segment. Our Commercial segment (approximately 64% of net sales for
the three months ended March 31, 2004) serves a range of industrial end markets,
including high-performance specialty adhesives and coatings for transportation,
furniture, product assembly applications, flame retardant specialties and
specialty polymers. Our Commercial segment also manufactures coating and
adhesive products for packaging, paper converting and graphic arts applications.
Our Construction segment (approximately 36% of net sales for the three months
ended March 31, 2004) manufactures branded caulk, sealants and adhesives which
serve the following end markets: distributors for professional contractors,
original equipment manufacturers (OEM's), Co-Op distributors and do-it-yourself
retailers. We plan to continue our growth through a combination of strong
customer focus and focus on key product areas, new product development,
leveraging technology across business units, continued market penetration and
international expansion.

Summary of Critical Accounting Policies

    The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, we continually evaluate our estimates. We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates.

    We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

    Revenue Recognition. Revenue from the sale of products is recognized at the
point of passage of title, which is typically at the time of shipment. Before
recognizing passage of title, we require that persuasive evidence of a revenue
arrangement exists, delivery of product has occurred or services have been
rendered, the price to the customer is fixed and determinable and collectibility
is reasonably assured. Rebates, discounts, returns and other allowances are
reflected as reductions from gross sales in determining net sales. Rebates are
accrued based on contractual relationships with customers as shipments are made.
Customer returns and allowances and discounts are accrued based on our history
of sales returns and allowances.

    Cost of Goods Sold. Cost of goods sold represents the actual cost of
purchased raw materials, direct and indirect labor, warehousing and
manufacturing overhead costs, including depreciation, utilized directly in the
production of products for which revenue has been recognized.

    Selling, General & Administrative Expenses. Selling, general &
administrative expenses generally are those costs not directly related to the
production process and include all selling, marketing, research and development
customer service expenses as well as expenses related to general management,
finance and accounting, information services, human resources, legal and
corporate overhead expense.
<PAGE>

    Goodwill. Goodwill represents the excess of acquisition cost over the fair
value of net assets acquired and is tested for impairment at least annually.
This impairment test involves various assumptions related to future cash flows,
termination values and discount rates for each reporting unit. These assumptions
are subjective and based on many different quantitative and qualitative factors
that, when revised, can significantly affect the overall evaluation of goodwill
impairment.

    Reserve for Inventory Obsolescence. Our estimated reserves for obsolescence
or unmarketable inventory is equal to the difference between the cost of the
inventory and the estimated market value based upon assumptions about market
conditions, future demand and expected usage rates. We periodically review
inventory and if applicable, record additional inventory write-downs. If actual
market conditions are less favorable than those projected by management and
cause usage rates to vary from those estimated, additional inventory write-downs
may be required, however these would not be expected to have a material adverse
impact on our financial statements.

    Allowance for Doubtful Accounts. We maintain allowances for doubtful
accounts for estimated losses resulting from the failure of our customers to
make required payments. We evaluate the adequacy of our allowance for doubtful
accounts and make judgments and estimates in determining the appropriate
allowance at each reporting period. If a customer's financial condition were to
deteriorate, additional allowances may be required.

    Deferred Tax Asset- Valuation allowance. Pursuant to the provisions of SFAS
No. 109, Accounting for Income Taxes, we evaluate the need for a valuation on
our net deferred tax asset, including an estimation of our future taxable income
to determine an allowance adequate to reduce the total deferred tax asset to an
amount that will more likely than not be realized.

Segment Reporting

    We have two reportable segments: the Commercial segment and the Construction
segment. Our Commercial segment serves a range of industrial end markets,
including high-performance specialty adhesives and coatings for transportation,
furniture and product assembly applications, flame retardant specialties and
specialty polymers. Our Commercial segment also manufactures coating and
adhesive products for packaging, paper converting and graphic arts applications.
Our Construction segment manufactures branded caulk, sealants and adhesives
which serve the following end markets: distributors for professional
contractors, OEM's, Co-Op distributors and do-it-yourself retailers.

    We evaluate the performance of each segment based on operating income.
Segment profit is calculated as a reportable segment's operating income. Total
segment profits exceed consolidated operating profits to the extent of
unallocated corporate expenses included in selling, general and administrative
expenses. Unallocated corporate expenses were $2.3 million and $2.4 million for
the three months ended March 31, 2004 and 2003, respectively.

Results of Operations


Three months ended March 31, 2004 compared to three months ended March 31, 2003

    Net Sales. Net sales were $95.7 million and $89.8 million for the three
months ended March 31, 2004 and 2003, respectively. The first quarter 2004 net
sales level represents an increase of $5.9 million or 6.2% over the prior year.
The increase resulted from gains in both the Construction and the Commercial
segments. Construction segment sales were $34.8 million in the first three
months of 2004, up $3.6 million, or 11.5% from the prior year reflecting sales
increases in building material applications and increased sales to the retail
do-it-yourself market. Commercial segment sales were $60.9 million in the first
quarter of 2004, up $2.3 million, or 4.0% from the prior year due to sales
increases in a number of domestic end markets, the largest gains year over year
recognized in product assembly and industrial end markets.

    Cost of Goods Sold. Cost of goods sold was $68.1 million for the three
months ended March 31, 2004, an increase of $2.6 million, or 3.9% over first
quarter 2003 cost of sales of $65.5 million. Gross profit as a percentage of net
sales increased for the first three months of 2004 to 28.9% from 27.1% for the
first three months of 2003. We did experience increased raw material costs year
over year and were able to keep raw material costs, measured as a percentage of
net sales, stable through raw material substitutions where possible. As a result
of completed plant closures and lean manufacturing initiatives, we reduced
manufacturing costs by $0.9 million year over year, while increasing net sales
by $5.9 million.

<PAGE>

    Selling, General and Administrative Expenses. Selling, general and
administrative expenses (SG&A) were $18.2 million for the three months ended
March 31, 2004, an increase of $0.7 million, or 3.6% from the first quarter 2003
expenses of $17.5 million. As a percentage of net sales, SG&A decreased to 19.0%
of net sales for the first quarter of 2004 from 19.5% in the first quarter of
2003. Approximately $0.2 million of the increase in SG&A was related to
increased depreciation expense. Net of depreciation, the moderate spending
increase was reflective of some increases in selling expenses and year over year
wage increases, largely offset by reductions in professional and other outside
fees. Management remains focused on reducing SG&A as a percent of net sales and
on containing costs where possible.

    Operating Income. Operating income was $9.5 million and $6.8 million for the
three months ended March 31, 2004 and 2003, respectively. Operating income as a
percentage of net sales was 9.9% and 7.6% for the three months ended March 31,
2004 and 2003, respectively.

    Interest Expense. Net interest expense was $6.2 million and $6.3 million for
the three months ended March 31, 2004 and 2003, respectively. The 1.4% decrease
in interest expense was due primarily to the decrease in our average outstanding
level of variable rate debt year over year.

    Income tax expense. Income tax expense was $0.5 million for the three months
ended March 31, 2004 and represents U.S. state and international income taxes.
We did not record any U.S. federal income tax expense for the first quarter of
2004 because we expect that existing net operating loss carry forwards will be
used to offset such income in 2004. In addition, we continue to provide a full
valuation allowance against our net deferred tax assets. The annual 2004
effective income tax rate is expected to be consistent with that of the first
quarter. Income tax expense was $0.4 million for the same period in 2003.

Commercial Segment


    The following table presents net sales and segment profit expressed in
millions of dollars and segment profit margin, which is segment profit expressed
as a percentage of net sales:

                                          For the
                                        three months
                                           Ended
                                          March 31,
                                    ------------------
                                                          Dollar  Percentage
                                       2004      2003     Change    Change
                                    --------  --------   -------- ---------
         Net sales...............   $   60.9  $   58.6   $    2.3      4.0%
                                    ========  ========
         Segment profit..........   $    6.8  $    5.1   $    1.7     33.0%
                                    ========  ========
         Segment profit margin...       11.1%      8.6%
                                    ========  ========

    Net sales were $60.9 million for the three months ended March 31, 2004,
representing a $2.3 million increase from first quarter 2003. This increase was
due primarily to increased sales of product assembly and transportation
applications and modest increases and decreases in other end markets. Segment
profit was $6.8 and $5.1 million for the quarters ended March 31, 2004 and 2003,
respectively. Segment profit increased as a result of net sales increases,
reductions in manufacturing costs and constant SG&A.

    Substantially all production from our Cincinnati, Ohio plant, which
primarily produced water borne adhesives, was transferred to our plants in
Greenville, South Carolina, and Carol Stream and Plainfield, Illinois in the
first nine months of 2003. Production relative to an insignificant product line
that had not been transferred at December 31, 2003 was transferred in the first
quarter of 2004. Some of the technical, sales support, customer service, and
administrative functions have been transitioned to our other locations. We
expect approximately 88 employees, in both manufacturing and support functions
will be terminated as part of the closure. At March 31, 2004, 82 employees have
been terminated under the announced plan.

    Our Kapellen, Belgium plant which employed 24 people and produced
water-borne and hot-melt adhesives for the European packaging and converting
market was closed and the production was shifted to our Newark, United Kingdom
plant during the first nine months of 2003. Approximately 16 employees,
primarily in manufacturing functions, have been terminated as part of the plant
closure. A separate Kapellen office will continue to provide sales, technical
and distribution support to continental Europe.
<PAGE>

    These closures include the termination of certain existing employees, the
abandonment or sale at a loss of certain fixed assets, the disposal of certain
inventory and the sale of certain buildings. As a result of the announced
closures we recorded a charge of $4.1 million in the fourth quarter of 2002 and
an additional charge of $0.4 million in the first half of 2003, included in
selling, general and administrative expense, relative to the following costs:
termination benefits of $2.0 million, loss on fixed assets of $1.3 million and
other exit costs of $1.2 million. Approximately $1.2 million of termination
benefits, $0.3 million of fixed asset write offs, and $0.5 million of other
exits costs have been incurred through March 31, 2004. Approximately $0.3
million of termination benefits, $1.0 million write off of fixed assets in
Cincinnati and $0.4 million of other exit costs will be incurred in 2004 and are
recorded in accrued liabilities on the balance sheet. Approximately $0.5 million
of termination benefits in Belgium are long term and this obligation and $0.3
million in other exit costs are recorded in other long term liabilities at March
31, 2004.



Construction Segment

    The following table presents net sales and segment profit expressed in
millions of dollars and segment profit margin, which is segment profit expressed
as a percentage of net sales:

                                       For the
                                    three months
                                        Ended
                                      March 31,
                                ------------------   Dollar  Percentage
                                   2004      2003     Change    Change
                                --------  --------   -------- ----------
     Net sales...............   $   34.8  $   31.2    $  3.6     11.5%
                                ========  ========
     Segment profit..........   $    5.1  $    4.2    $  0.9     21.5%
                                ========  ========
     Segment profit margin...       14.5%     13.3%
                                ========  ========

    Net sales for the Construction segment were $34.8 million for the quarter
ended March 31, 2004 and $31.2 million for the quarter ended March 31, 2003. The
$3.6 million and 11.5% increase in sales in 2004 was primarily due to the
sustained strength of its building materials applications and strength at major
retail accounts. Segment profit increased by $0.9 million, or 21.5%, primarily
as a result of higher sales volume, reductions in manufacturing costs,
management focus on reduction of selling, general and administrative costs that
offset higher year over year raw material costs.

Liquidity and Capital Resources

    Net cash used in operating activities was $7.1 million and $6.5 million for
the three months ended March 31, 2004 and 2003, respectively. Net income,
adjusted for non-cash charges, such as depreciation and amortization,
amortization of deferred financing costs, deferred income taxes, foreign
currency gains/losses, accounted for approximately $5.0 million and $3.7 million
of cash flow for the three months ended March 31, 2004 and 2003, respectively.
Cash used in operations increased in the first quarter of 2004 as compared to
the first quarter of 2003. During the first three months of 2004, we increased
inventory levels by $5.0 million and accounts receivable balances by $9.3
million in the current quarter. As a percentage of net sales, receivables
decreased as we continue to shorten the time frame in which we collect on our
receivables. The increase in receivables is due to increased sales for the
quarter as it relates to the fourth quarter of 2003. We have increased inventory
balances in the current quarter to support planned sales increases in the second
quarter Consolidated operating working capital (receivables plus inventory less
payables) continues to decline as a percentage of net sales due to continued
management focus in this area. Operating working capital in dollars and as a
percentage of net sales was $52.6 million and 13.8%, $46.5 million and 12.5% and
$50.4 million and 13.9% at March 31, 2004, December 31, 2003 and March 31, 2003,
respectively. This is a point in time comparison but we manage this measure on a
monthly basis by looking at a rolling twelve month average operating working
capital percentage. We have experienced significant declines throughout the last
20 months as a result of management focus in this area. Receivables and
inventory levels are not expected to have declines in balance in 2004 as
compared to 2003 levels. Accounts payable increased by $7.9 million and accrued
expenses decreased by $6.3 million for the three months ended March 31, 2004.
Accrued expense decreased primarily as a result of our semi-annual interest
payment on our 11 7/8% senior subordinated notes on March 15, 2004 and payment
of prior year bonuses and other year end accruals.

    Net cash used in investing activities was $0.9 million and $1.9 million in
the three months ended March 31, 2004 and 2003, respectively, and resulted from
additions to property, plant and equipment.

    Net cash provided by financing activities was $11.6 million for the three
months ended March 31, 2004. We increased our aggregate borrowings under our
credit agreement by approximately $13.0 million in the first quarter of 2004 as
a result of normal first quarter working capital build-up and the pay down of
year end and other accruals in the three months ended March 31, 2004. March 31,
2004 total debt under our Credit Agreement and cash balances are higher than
normal as we did not pay down a portion of the balance drawn under the revolving
credit facility at the quarter end. Net debt, defined as total debt less cash,
was $211.5 million and $218.4 million at March 31, 2004 and March 31, 2003,
respectively.

<PAGE>


Credit Facilities

    Our credit agreement, as amended (Credit Agreement), provides for aggregate
borrowings of $108.0 million. The Credit Agreement includes (1) a $50.0 million
revolving credit facility (Credit Facility) (including letters of credit of up
to $20 million), (2) Term Loan A with an aggregate principal balance of $11.1
million at March 31, 2004 and no capacity to borrow additional funds under that
facility and (3) Term Loan B with an aggregate principal balance of $46.9
million at March 31, 2004 and no additional capacity to borrow additional funds
under that facility.

    The Credit Facility matures December 30, 2005. Commitment fees on the unused
portion of the Credit Facility of 0.375% to 0.050% are payable quarterly in
arrears. At March 31, 2004, we had $14.0 million outstanding and $34.0 million
in available borrowings under the Credit Facility (net of approximately $2.0
million outstanding letters of credit). Our effective interest rate for our
borrowings under the Credit Agreement was 5.8% and 5.8%, for the three months
ended March 31, 2004 and 2003, respectively.

    Borrowings under the Credit Facility are available on a revolving basis and
may be used for general corporate purposes, excluding, however, loans, advances
and investments, including acquisitions, by the Company other than specified
exceptions.

     The Term Loan B includes a $2.4 million discount which is being amortized
through interest expense over the life of the facility ($0.6 million through
March 31, 2004). The Term Loan B will mature December 30, 2007. Scheduled
principal repayment under the Term Loan B facility for the years ending December
31, 2003 through 2006 will be $0.5 million per year payable quarterly. The
remaining balance under Term Loan B, will be repaid in 2007. We have three
scheduled quarterly payments in 2007 at the same rate of $0.5 million per year
and a final payment due for the balance outstanding at December 30, 2007. There
is no scheduled amortization for the $11.1 million outstanding under the Term
Loan A for the years ending December 31, 2003 and 2004. The remaining $11.1
million drawn under Term Loan A will be repaid in 2005.

    Borrowings under the Credit Agreement bear interest at our option at a rate
per annum equal to either (1) the higher of (a) the current base rate as offered
by JPMorgan Chase or (b) 1/2 of 1% per annum above the federal funds rate plus,
in either case, an applicable margin or (2) a Eurodollar rate plus an applicable
margin. The applicable margin varies by facility. For amounts drawn under the
Term Loan A and the Credit Facility the Eurodollar margin is 3.75% and the base
rate margin is 2.75%. For amounts drawn under the Term Loan B facility, the
Eurodollar margin is 4.50% and the base rate margin is 3.50%. Amounts
outstanding under the Credit Facility, Term Loan A and Term Loan B bear
interest, payable quarterly in the case of base rate advances and payable at the
end of the relevant interest period of one, two, three or six months (or
quarterly in certain cases) for all Eurodollar advances. Our credit ratings do
not affect the interest rates for our borrowings under our Credit Agreement.

    We have a Singapore credit facility providing for borrowings up to
approximately $1.4 million in U.S. dollars which is secured by a letter of
credit. Interest is payable at United States prime plus 1.0%. At March 31, 2004,
approximately $1.2 million was drawn on the facility.

    Our Credit Agreement obligates us to make mandatory prepayments in certain
circumstances with the proceeds of asset sales or issuance of capital stocks or
indebtedness and with certain excess cash flow (no mandatory payments are
pending at March 31, 2004). Our Credit Agreement contains covenants that
restrict our and our subsidiaries' ability to incur additional indebtedness,
incur liens, dispose of assets, prepay or amend other indebtedness, pay
dividends or purchase our stock, and change the business conducted by us or our
subsidiaries. In addition, we must also comply with specified financial ratios
and tests including maintenance of maximum total debt to EBITDA, maximum senior
debt to EBITDA, minimum EBITDA to interest expense, and minimum asset coverage
ratios (in each case, as defined in our credit agreement) and other covenants at
the end of each fiscal quarter. The covenant ratio calculations in our credit
agreement utilize non GAAP financial measures that are specifically defined in
the Credit Agreement. At March 31, 2004, we were in compliance with all
financial and other covenants as prescribed by the Credit Agreement.

    Each of these covenants continues for the term of the Credit Agreement
either at the latest level, or a more restrictive level. Deterioration in our
current operating performance could result in our failure to satisfy our
financial covenants. A failure by us to satisfy the covenants under the Credit
Agreement would trigger the lenders' right to require immediate repayment of all
or part of the indebtedness; such acceleration, in turn, would also give rise to
a right to require immediate repayment by holders of our subordinated notes. The
Credit Facility, Term Loan A and Term Loan B are secured by a security interest
in substantially all of our subsidiaries' assets, including pledges of the
common stock of our domestic and first tier foreign subsidiaries. In addition,
the Credit Facility, Term Loan A and Term Loan B are guaranteed by our
subsidiaries. Some of our guarantees and pledges are in support of only offshore
advances, if any, under the Credit Facility.

<PAGE>

Senior Subordinated Notes

    In March 2000, we completed a private placement of $150.0 million in
principal amount of 11 7/8% Senior Subordinated Notes (the Notes) due 2010. The
Notes were subsequently exchanged for notes with substantially identical terms
that were registered with the Securities and Exchange Commission. The Notes were
issued at a discount of $1.1 million which is being amortized to interest
expense over the life of the Notes. At March 31, 2004, the unamortized discount
is $0.6 million.

    The Notes mature on March 15, 2010. Interest is payable semi-annually in
arrears each March 15 and September 15. On or after March 15, 2005, the Notes
may be redeemed at our option, in whole or in part, at specified redemption
prices plus accrued and unpaid interest:

                                      Year          Redemption Price
                             ---------------------- ----------------
                             2005.................       105.938%
                             2006.................       103.958%
                             2007.................       101.979%
                             2008 and thereafter..       100.000%

    In the event of a change in control, we would be required to offer to
repurchase the Notes at a price equal to 101.0% of the principal amount plus
accrued and unpaid interest.

    The Notes are our general obligations, subordinated in right of payment to
all existing and future senior debt and are guaranteed by our wholly-owned
domestic subsidiaries -- (the Guarantor Subsidiaries). Each of the Guarantor
Subsidiaries' guarantees of the Notes are full, unconditional, and joint and
several.

    The indenture under which the Notes were issued contains certain covenants
that, among other things, limit us from incurring other indebtedness, engaging
in transactions with affiliates, incurring liens, making certain restricted
payments (including dividends), and making certain asset sales.



Liquidity and Capital Requirements

    We have a management agreement with AEA Investors Inc. under which we
receive advisory and consulting services provided by AEA Investors LLC, the
successor company to AEA Investors Inc. and sometimes referred to in this report
collectively with its successor as AEA Investors. The management agreement
provides for an annual aggregate fee of $1.0 million plus reasonable
out-of-pocket costs and expenses.

    Interest payments on the amounts drawn under the Credit Agreement, as well
as other indebtedness and obligations, represent significant obligations for us.
Our remaining liquidity demands relate to capital expenditures and working
capital needs. Our capital expenditures were approximately $8.2 million in 2003
and management currently anticipates capital expenditures will be approximately
$8.0 million in 2004 and 2005, respectively. While we engage in ongoing
evaluations of and discussions with, third parties regarding possible
acquisitions, as of the date of this report, we have no current expectations
with respect to any acquisitions. Exclusive of the impact of any future
acquisitions, joint venture arrangements or similar transactions, our management
does not expect capital expenditure requirements to increase materially in the
foreseeable future.

    Our primary sources of liquidity are cash flows from operations and
borrowings under our Credit Agreement. Based on current and anticipated
financial performance, we expect that cash flow from operations and borrowings
under our Credit Agreement will be adequate to meet anticipated requirements for
capital expenditures, working capital and scheduled interest payments, including
interest payments on the amounts outstanding under the 11 7/8% Senior
Subordinated Notes, the Credit Agreement and other indebtedness through March
31, 2005. Our ability to satisfy capital requirements will be dependent upon our
future financial performance. Additionally our ability to repay or refinance our
debt obligations will also be subject to economic conditions and to financial,
business and other factors, many of which are beyond our control.


Forward-looking Statements
<PAGE>

    Some of the information presented in, or connection with, this report
include "forward-looking statements" based on our current expectations and
projections about future events and involve potential risks and uncertainties.
Our future results could differ materially from those discussed in this report.
Some of the factors that could cause or contribute to such differences include:

     o    changes in economic and market  conditions  that impact the demand for
          our products and services;

     o    risks  inherent  in  international   operations,   including  possible
          economic, political or monetary instability;

     o    uncertainties  relating  to our  ability to  consummate  our  business
          strategy,  including  realizing  synergies  and cost  savings from the
          integration of acquired businesses or from plant closures;

     o    the impact of new  technologies  and the potential effect of delays in
          the development or deployment of such technologies; and,

     o    changes  in raw  material  costs and our  ability  to  adjust  selling
          prices.

    You should not place undue reliance on our forward-looking statements, which
are applicable only as of May 5, 2004. All written and oral forward-looking
statements attributable to us are expressly qualified in their entirety by the
foregoing factors and those identified in Exhibit 99.1 incorporated by reference
into this report. We undertake no obligation to revise or update these
forward-looking statements to reflect events or circumstances that arise after
May 5, 2004 or to reflect the occurrence of unanticipated events. New risks
emerge from time to time and it is not possible for us to predict all such
risks, nor can we assess the impact of all such risks on our business or the
extent to which any risks, or combination of risks, may cause actual results to
differ materially from those contained in any forward-looking statement.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk


    The principal market risks, which are potential losses in fair values, cash
flows or earnings due to adverse changes in market rates and prices, to which we
are exposed, as a result of our holdings of financial instrument and commodity
positions, are:

     o    interest rates on debt;

     o    foreign exchange rates; and

     o    commodity prices, which affect the cost of raw materials.

    Our financial instruments include short-term debt and long-term debt. Trade
accounts payable and trade accounts receivable are not considered financial
instruments for purposes of this item because their carrying amount approximate
fair value. We do not maintain a trading portfolio and do not utilize derivative
financial instruments to manage our market risks. In the future, we may enter
into foreign exchange currency hedging agreements in connection with our
international operations.

Market Risk Management

    We have measured our market risk related to our financial instruments based
on changes in interest rates and foreign currency rates utilizing a sensitivity
analysis. The sensitivity analysis measures the potential loss in fair values,
cash flows and earnings based on a hypothetical change (increase and decrease)
in interest rates and a decline in the U.K. pound/dollar exchange rate. We used
market rates as of March 31, 2004 on our financial instruments to perform the
sensitivity analysis. We believe that these potential changes in market rates
are reasonably possible in the near-term (one year or less). We have conducted
an analysis of the impact of a 100 basis point change in interest rates and a
10% decline in the U.K. pound/dollar exchange rate as discussed below.

Interest Rate Exposure

    Our primary interest rate exposure relates to our variable rate debt. We
utilize a combination of variable rate debt, primarily under our Credit
Agreement, and fixed rate debt, primarily under our 11 7/8% Senior Subordinated
Notes. Our Credit Agreement requires that, at least 45% of our funded
indebtedness be fixed-rate or subject to interest rate hedging agreements to
reduce the risk associated with variable-rate debt. At March 31, 2004
approximately 68.5% of our funded indebtedness was fixed-rate. The variable rate
debt is primarily exposed to changes in interest expense from changes in the
U.S. prime rate, the federal funds effective rate and the Eurodollar borrowing
rate, while the fixed rate debt is primarily exposed to changes in fair value
from changes in medium term interest rates. Based on our indebtedness at March
31, 2004, we estimate that an immediate 100 basis point rise in interest rates
would result in $0.7 million increase in interest expense for the period April
1, 2004 to March 31, 2005. For purposes of this estimate, we have assumed a
constant level of variable rate debt and a constant interest rate over the
period equal to those levels existing on March 31, 2004.
<PAGE>

Currency Rate Exposure

    Our primary foreign currency exchange rate exposure relates to the U.K.
pound which results in our exposure to changes in the dollar exchange rate. Our
exposure to changes in U.S. dollar exchange rates with currencies other than the
U.K. pound are not currently material. Changes in translation risk are reported
as adjustments to stockholders' equity. We estimate that the impact of a 10%
decline in the dollar/U.K. pound exchange rate from $1.82/(pound)1.00 to
$1.64/(pound)1.00 at March 31, 2004 would result in a decrease in our earnings
before taxes of $0.4 million for the period from April 1, 2004 to March 31,
2005.

Commodities Risk

    We are subject to market risk with respect to commodities because our
ability to recover increased raw materials costs through higher pricing may be
limited by the competitive environment in which we operate.

    We use a broad variety of specialty and some commodity raw materials in our
manufacturing processes. In 2003, we purchased about $201 million of raw
materials including acrylic monomers and polymers, resins, natural and synthetic
rubbers, solvents, and urethanes. Although these raw materials are derived from
crude oil or natural gas, the raw materials are several manufacturing steps
removed (downstream) from these basic feed stocks. As a result, the price of oil
and gas will affect our costs for these raw materials both upward and downward,
but the magnitude of change is diluted.

    We typically purchase strategic raw materials on a contract basis to
moderate price changes during the contract period, however, prices can change
significantly at the end of contract periods if supply shortages, feedstock cost
pressures, or other unforeseen market conditions arise. Commodity raw materials
are available from numerous independent suppliers, and specialty raw materials
are usually available from several suppliers.

    We expect the cost of many raw materials to increase over the long term. In
aggregate, we have had some success historically in passing on raw material cost
increases through price increases to our customers over time under certain
competitive market conditions, although not always in levels adequate to
maintain margins. We may not achieve historical levels of success in the future.

    These sensitivity analyses are estimates and are based on certain
simplifying assumptions. These analyses should not be viewed as predictive of
our future financial performance. Additionally, we cannot provide any assurance
that the actual impact in any particular year will not materially exceed the
amounts indicated above.

Item 4.  Controls and Procedures

    We carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information relating to us
(including our consolidated subsidiaries) required to be included in our
periodic SEC filings.

    There were no changes in our internal controls over financial reporting that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect our internal control over financial
reporting.




<PAGE>




                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings

    None

Item 2.  Changes in Securities and Use of Proceeds

    None

Item 3.  Defaults Upon Senior Securities

    None

Item 4.  Submission of Matters to a Vote of Security Holders

    None

Item 5.  Other Information

    None

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

   31.1  --  Certifications as required by Section 302(a) of the Sarbanes-Oxley
             Act of 2002

   31.2  --  Certifications as required by Section 302(a) of the Sarbanes-Oxley
             Act of 2002

   99.1  --  Cautionary Statements for Regarding Forward Looking Statements
             incorporated by reference to Exhibit 99.1 to the Company's
             Form 10-K dated February 27, 2004.



(b) Reports on Form 8-K

    On February 27, 2004, we filed a current report of Form 8-K, Item 12,
Disclosure of Results of Operations and Financial Condition, disclosing that we
had issued a press release on February 27, 2004 to provide an update on our
operating results for the three and twelve months ended December 31, 2003.



<PAGE>




                       SOVEREIGN SPECIALTY CHEMICALS, INC.

Signatures

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                         SOVEREIGN SPECIALTY CHEMICALS, INC.


                                       /s/ NORMAN E. WELLS JR.
                         ------------------------------------------------------
                         Norman E. Wells Jr., Chairman, Chief Executive Officer
                         (Principal Executive Officer)



                                          /s/ TERRY D. SMITH
                         ------------------------------------------------------
                         Terry D. Smith, Vice President, Chief Financial Officer
                         (Principal Financial Officer)
Date: May 5, 2004