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                                  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 [ ]



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                                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 and amended on
December 3, 2002. The purpose of this Amendment is to amend and supplement Item
6(a) with Exhibit 3.2 which exhibit has been amended, and 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

                 3.2       By-laws of the Sovereign Specialty Chemicals, Inc. as
                           amended September 16, 2002

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

                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.



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                                   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 19, 2002



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                                 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 19, 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 19, 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 19, 2002



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





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                                 EXHIBIT INDEX



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

3.2                               By-laws of the Sovereign Specialty Chemicals,
                                  Inc. as amended July 24, 2002

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

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.