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

                                FORM 10-Q/A

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

             For the quarterly period ended SEPTEMBER 30, 2002

                                     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                  (I.R.S. Employer
        incorporation or organization)                 Identification No.)

225 W. Washington St. - Ste. 2200, Chicago, IL                60606
   (Address of principal executive offices)                (Zip Code)


                               (312) 419-7100
            (Registrant's telephone number, including area code)


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 |_|

<PAGE>

                              EXPLANATORY NOTE
                              ----------------

     This amendment to Sovereign Specialty Chemicals, Inc.'s quarterly
report on Form 10-Q for the quarterly period ended September 30, 2002
amends and supplements the Form 10-Q previously filed on November 14, 2002.
The purpose of this Amendment is to amend and supplement Item 6(a) with
Exhibit 10.1B which was previously omitted and not filed with the
Securities and Exchange Commission. No further changes have been made to
the Form 10-Q previously filed.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     Item 6(a) is amended and restated by substituting the following:

     "(a) Exhibits

          10.1B     Employment Modification Agreement, dated July 24, 2002,
                    between Robert B. Covalt and Sovereign Specialty
                    Chemicals, Inc.

          99.1      Factors Affecting Future Operating Results,
                    incorporated by reference to Exhibit 99.1 to the
                    Company's Form 10-K dated March 29, 2002."
<PAGE>


                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                 By: /s/ Norman E. Wells Jr.
                                    ---------------------------------------

                                    Norman E. Wells Jr.,
                                    Chief Executive Officer



                                 By: /s/ John R. Mellett
                                    ---------------------------------------

                                    John R. Mellett,
                                    Chief Financial Officer



                                 By: /s/ Terry D. Smith
                                    ---------------------------------------

                                    Terry D. Smith,
                                    Chief Financial Officer


Date:  December 3, 2002
<PAGE>

                               CERTIFICATIONS



I, Norman E. Wells, Jr., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sovereign
Specialty Chemicals, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly
     report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

     a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have
     identified for the registrant's auditors any material weaknesses in
     internal controls; and

     b)   any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's
     internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  December 3, 2002


 /s/ Norman E. Wells, Jr.
----------------------------------
Norman E. Wells, Jr.
Chief Executive Officer
<PAGE>


I, John R. Mellett, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sovereign
Specialty Chemicals, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly
     report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

     a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have
     identified for the registrant's auditors any material weaknesses in
     internal controls; and

     b)   any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's
     internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  December 3, 2002


 /s/ John R. Mellett
-------------------------------
John R. Mellett
Chief Financial Officer

<PAGE>

I, Terry D. Smith, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Sovereign
Specialty Chemicals, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly
     report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

     a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have
     identified for the registrant's auditors any material weaknesses in
     internal controls; and

     b)   any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's
     internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  December 3, 2002


/s/ Terry D. Smith
------------------------------
Terry D. Smith
Chief Financial Officer



<PAGE>

                                EXHIBT INDEX



EXHIBIT
NUMBER         DESCRIPTION
--------       -----------------------------------------------------------

10.1B          Employment Modification Agreement, dated July 24, 2002,
               between Robert B. Covalt and Sovereign Specialty Chemicals, Inc.

99.1           Factors Affecting Future Operating Results, incorporated by
               reference to Exhibit 99.1 to the Company's Form 10-K dated
               March 29, 2002.