AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON January 28 ,2000
                                                     REGISTRATION NO. 333-
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                    SOVEREIGN SPECIALTY CHEMICALS, INC.
           (Exact name of registrant as specified in its charter)

      DELAWARE                                           36-4176637
 (State or other                                       (I.R.S. Employer
 jurisdiction of incorporation                        Identification Number)
 or organization)
                         225 West Washington Street
                                 Suite 2200
                          Chicago, Illinois 60606

                    SOVEREIGN SPECIALTY CHEMICALS, INC.
                        EMPLOYEE STOCK PURCHASE PLAN
                         (Full title of the plans)

                              JOHN R. MELLETT
                 VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                    SOVEREIGN SPECIALTY CHEMICALS, INC.
                         225 WEST WASHINGTON STREET
                                 SUITE 2200
                          CHICAGO, ILLINOIS 60606
                               (312) 419-7100
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE

===========================================================================================================================
                                                                    PROPOSED
                                                                    MAXIMUM          PROPOSED
                                                                    OFFERING         MAXIMUM
       TITLE OF SECURITIES                    AMOUNT TO BE         PRICE PER        AGGREGATE            AMOUNT OF
         TO BE REGISTERED                     REGISTERED (1)         SHARE        OFFERING PRICE      REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>            <C>                  <C>

Common Stock, par value $.01 per share        20,000 shares        $100.00        $2,000,000           $528.00
===========================================================================================================================
<FN>

(1)  Plus such additional number of shares as may be required in the event
     of a stock dividend, stock split, recapitalization or other similar
     event in accordance with Rule 416 of the Securities Act of 1933, as
     amended (the "Securities Act").
</FN>
</TABLE>
<PAGE>
                                   PART I

EXPLANATORY NOTE

     This Form S-8  Registration  Statement  relates  to  20,000  shares of
voting common stock of Sovereign Specialty Chemicals,  Inc., par value $.01
per share (the  "Common  Stock"),  which may be issued  under our  Employee
Stock Purchase Plan (the "ESPP").

     The  documents  containing  information  specified  by  Part I of this
Registration Statement will be sent or given to participants in the ESPP as
specified in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission  under the Securities Act. Such  document(s) are not required to
be filed with the SEC but constitute (along with the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus  that meets the  requirements  of Section 10(a) of the
Securities Act.

     References to "the Company" shall mean Sovereign Specialty  Chemicals,
Inc., a Delaware corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at http://www.sec.gov.

          The SEC allows us to "incorporate by reference"  information into
this  Registration  Statement,  which means that we can disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the
termination of the offering:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended December
          31, 1998,  filed with the SEC on March 30, 1999,  which  includes
          our  audited  financial  statements  for the  fiscal  year  ended
          December 31, 1998;

     (b)  Our Quarterly Reports on Forms 10-Q for the fiscal quarters ended
          March 31, 1999, June 30, 1999 and September 30, 1999,  filed with
          the SEC on May 14,  1999,  August 13, 1999 and November 15, 1999,
          respectively;

     (c)  Our  Current  Reports on Form 8-K filed with the SEC on  November
          29, 1999 and Form 8-K/A  filed with the SEC on January 13,  2000;
          and

     (d)  Our  Registration  Statement  on Form S-4  filed  with the SEC on
          November 3, 1997, as amended on Forms S-4/A filed with the SEC on
          April 3, 1998, April 27, 1998 and April 29, 1998.

     Item 4.  Description of Securities

     General.  The Amended and Restated Certificate of Incorporation of the
Company (the "Certificate")  authorizes the issuance of 2,700,000 shares of
Common Stock,  and 2,100,000  shares of non-voting  common stock, par value
$0.01 per share.  As of January 21, 2000,  there were  1,436,239  shares of
Common Stock and 730,182 shares of non-voting common stock outstanding. The
ESPP provides for the issuance of 20,000 shares of Common Stock.

     Voting  Rights.  Holders  of  shares of  Common  Stock  are  generally
entitled  to one vote per  share.  On any  matter on which the  holders  of
Common Stock and non-voting common stock are entitled to vote, both classes
of common stock will vote  together as a single  class,  and each holder of
non-voting   common   stock  will  be  entitled  to  one  vote  per  share.
Notwithstanding  the foregoing,  holders of non-voting common stock will be
entitled  to  vote  as  a  separate  class  on  any  amendment,  repeal  or
modification  of any provisions of the Certificate  that adversely  affects
the powers,  preferences or special rights of holders of non-voting  common
stock (and does not affect holders of Common Stock in a similar manner). In
addition,  the following  actions require the  affirmative  vote or written
consent of the holders of at least a majority of the outstanding  shares of
Common  Stock  or  non-voting  common  stock  combined:  (i) any  increase,
reduction  or other  change  in the  authorized  number of shares of either
class,  (ii) the  authorization of any new series or class of the Company's
stock  senior to or on a parity with the current  classes of common  stock,
(iii)  increases in the  authorized  shares of any such series or class and
(iv) any amendment to the Certificate that adversely  affects the rights of
the Common Stock and non-voting common stock.

     Dividends.  Holders of Common  Stock and  non-voting  common stock are
entitled  to  receive  such  dividends  or  other  distributions  as may be
declared thereon by the Board of Directors of the Company from time to time
out of the  funds  or  assets  legally  available  for such  dividends  and
distributions. Any dividends or other distributions declared or paid by the
Company will be declared or paid pro rata, on a  share-for-share  basis, on
the Common Stock and the non-voting common stock.

     Conversion. Under certain circumstances,  holders of non-voting common
stock may convert such stock into Common Stock on a  share-for-share  basis
(and vice versa).

     Liquidation.  In the event of any liquidation,  dissolution or winding
up of the Company,  the holders of Common Stock and non-voting common stock
shall be entitled to share pro rata,  on a  share-for-share  basis,  in all
assets of the Company available for distribution to its stockholders.

     Adjustment.  If the Company in any manner  subdivides  or combines the
outstanding  shares of either class of common stock,  then the  outstanding
shares of the other class of common stock will be  subdivided  or combined,
as the case may be, to the same  extent and other  appropriate  adjustments
will be made.

     Item 5.  Interests of Named Experts and Counsel

     Certain legal matters with respect to the validity of the Common Stock
offered by this Registration  Statement will be passed upon for the Company
by Fried,  Frank,  Harris,  Shriver &  Jacobson  (a  partnership  including
professional  corporations).  A  partnership  in which  partners  of Fried,
Frank,  Harris,  Shriver & Jacobson  are partners is a  shareholder  of the
Company.

     Item 6.  Indemnification of Directors and Officers

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides that a corporation may indemnify directors and officers as well as
other  employees and individuals  against  expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement in connection with
specified  actions,   suits  and  proceedings,   whether  civil,  criminal,
administrative,  or investigative  (other than action by or in the right of
the corporation--a "derivative action"), if they acted in good faith and in
a manner  they  reasonably  believed  to be in or not  opposed  to the best
interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions,  except
that indemnification  only extends to expenses (including  attorneys' fees)
incurred in connection  with the defense or settlement of such action,  and
the statute requires court approval before there can be any indemnification
where the  person  seeking  indemnification  has been  found  liable to the
corporation.  The  statute  provides  that  it is not  exclusive  of  other
indemnification  that may be  granted  by a  corporation's  certificate  of
incorporation,  bylaws,  disinterested  director  vote,  stockholder  vote,
agreement, or otherwise.

     The DGCL  further  authorizes a Delaware  corporation  to purchase and
maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer, employee or agent of the corporation,  or is or was serving at the
request of the  corporation  as a director,  officer,  employee or agent of
another  corporation or enterprise,  against any liability asserted against
him and incurred by him in any such capacity,  arising out of his status as
such,  whether or not the  corporation  would  otherwise  have the power to
indemnify him under Section 145.

     The By-Laws of the Company  provide that the Company shall  indemnify,
to the fullest  extent  permitted  by the DGCL,  any person who was or is a
party  or is  threatened  to be  made  a  party  to or is  involved  in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal,  administrative or investigative by reason of the fact that he or
she is or was a director or officer of the Company, or is or was serving at
the  request  of the  Company as a  director,  officer or member of another
corporation, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by him in
connection   with  such   action,   suit  or   proceeding   and  that  such
indemnification  will continue as to an  indemnitee  who has ceased to be a
director or officer.  The By-Laws of the Company  further  provide that any
employee or agent of the Company,  or any person  serving at the request of
the Company will be indemnified in the same manner as a director or officer
of the Company.

     The By-Laws of the Company  provide  that the Company may purchase and
maintain  insurance on its own behalf and on behalf of any person who is or
was a director,  officer,  employee,  fiduciary, or agent of the Company or
was serving at the request of the Company as a director,  officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise  against any liability  asserted against him or her and incurred
by him or her in any such  capacity,  whether or not the Company would have
the  power to  indemnify  such  person  against  such  liability  under its
By-Laws.

     We have  obtained an  indemnification  insurance  policy  insuring our
directors and officers against certain  liabilities they may incur in their
capacity as directors and officers.  Under these policies,  the insurer, on
our behalf, may also pay amounts for which we have granted  indemnification
to the  directors  or  officers.

     Item 7.  Exemption from Registration Claimed

     Not applicable.
<PAGE>
     Item 8.  Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1*                Certificate  of Amended  and  Restated  Certificate  of
                    Incorporation of the Company

4.2*                By-Laws of the Company as amended on December 27, 1999

4.3*                Sovereign  Specialty  Chemicals,  Inc.  Employee  Stock
                    Purchase Plan

4.4*                Form of Sovereign  Specialty  Chemicals,  Inc. Employee
                    Subscription Agreement

4.5*                Form of Sovereign Specialty Chemicals,  Inc. Management
                    Subscription Agreement

4.6                 Shareholders Agreement,  dated as of December 29, 1999,
                    by and among Sovereign Specialty Chemicals,  Inc., SSCI
                    Investors LLC and the shareholders listed on Schedule 1
                    thereto,  previously  filed  as  Exhibit  99.1  to  the
                    Company's  Current  Report on Form 8-K/A on January 13,
                    2000, and incorporated herein by reference

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent  of  Ernst  &  Young  LLP  (independent  public
                    accountants)


-------------------------
*    Filed herewith.
<PAGE>
     Item 9.  Undertakings

     The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of this  Registration  Statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in this Registration Statement;

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously  disclosed  in  this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided,  however,  that  paragraphs (i) and (ii) do not apply if the
     information  required to be included in a post-effective  amendment by
     those  paragraphs  is  contained  in  periodic  reports  filed with or
     furnished to the  Commission by the Company  pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are  incorporated  by reference
     in this Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment shall be deemed to
     be a new  registration  statement  relating to the securities  offered
     therein,  and the  offering of such  securities  at that time shall be
     deemed to be the initial bona fide offering thereof.

          (c) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  Section   15(d)  of  the  Exchange  Act  that  is
     incorporated  by reference  in this  Registration  Statement  shall be
     deemed to be a new registration  statement  relating to the securities
     offered  therein,  and the  offering of such  securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company has been advised
that in the  opinion  of the  Commission  such  indemnification  is against
public  policy  as  expressed  in the  Securities  Act and  is,  therefore,
unenforceable.  In the event that a claim for indemnification  against such
liabilities  (other than the payment by the Company of expenses incurred or
paid by a  director,  officer or  controlling  person of the Company in the
successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person in connection with the securities
being  registered,  the Company will,  unless in the opinion of its counsel
the matter has been settled by controlling precedent,  submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against  public  policy  as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.
<PAGE>
                                 SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in the city of Chicago,  State of Illinois on
January 26, 2000.

                                        Sovereign Specialty Chemicals, Inc.

                                         /s/ John R. Mellett
                                        ---------------------------------
                                        By: John R. Mellett
                                            Vice President and
                                            Chief Financial Officer
<PAGE>
                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and  directors of Sovereign  Specialty
Chemicals,  Inc., a Delaware corporation,  do hereby constitute and appoint
Robert B. Covalt,  John R. Mellett,  Thomas P. Salice, and Christine Smith,
and each of them, as his or her true and lawful  attorney-in-fact and agent
with full power of substitution and  resubstitution,  for him in his or her
name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments to this Registration  Statement and any additional  registration
statements  pursuant to Instruction E to Form S-8 and any and all documents
in connection  therewith,  and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission,  granting unto said  attorney-in-fact  and agent full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes  as he or she might or could do in person,  and  hereby  ratifies,
approves and confirms all that his or her said  attorney-in-fact and agent,
or his or her  substitute  or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.

      Signature                        Title                        Date
      ---------                        -----                        ----

/s/ Robert B. Covalt       Chairman of the Board, Chief        January 26, 2000
-------------------------  Executive Officer and President
    Robert B. Covalt

/s/ John R. Mellett        Vice-President and Chief            January 26, 2000
-------------------------  Financial Officer
     John R. Mellett

/s/ John Garcia            Director                            January 26, 2000
-------------------------
       John Garcia

/s/ John D. Macomber       Director                            January 26, 2000
-------------------------
    John D. Macomber

/s/ Robert H. Malott       Director                            January 26, 2000
-------------------------
    Robert H. Malott

/s/ Thomas P. Salice       Director                            January 26, 2000
-------------------------
    Thomas P. Salice

/s/ Norman E. Wells, Jr.   Director                            January 26, 2000
-------------------------
  Norman E. Wells, Jr.
<PAGE>
                             Index to Exhibits



EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1*                Certificate  of Amended  and  Restated  Certificate  of
                    Incorporation of the Company

4.2*                By-Laws of the Company as amended on December 27, 1999

4.3*                Sovereign  Specialty  Chemicals,  Inc.  Employee  Stock
                    Purchase Plan

4.4*                Form of Sovereign  Specialty  Chemicals,  Inc. Employee
                    Subscription Agreement

4.5*                Form of Sovereign Specialty Chemicals,  Inc. Management
                    Subscription Agreement

4.6                 Shareholders Agreement,  dated as of December 29, 1999,
                    by and among Sovereign Specialty  Chemicals, Inc., SSCI
                    Investors LLC and the shareholders listed on Schedule 1
                    thereto,  previously  filed  as  Exhibit  99.1  to  the
                    Company's  Current  Report on Form 8-K/A on January 13,
                    2000, and incorporated herein by reference

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent  of  Ernst  &  Young  LLP  (independent  public
                    accountants)

-------------------------
*    Filed herewith.
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{"company-data": {"conformed-name": "SOVEREIGN SPECIALTY CHEMICALS INC", "cik": "0001048914", "assigned-sic": "2891", "irs-number": "364176637", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95659", "film-number": "516646"}, "business-address": {"street1": "225 WEST WASHINGTON STREET", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3124197100"}, "mail-address": {"street1": "225 WEST WASHINGTON STREET", "city": "CHICAGO", "state": "IL", "zip": "60606"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON January 28 ,2000
                                                     REGISTRATION NO. 333-
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                    SOVEREIGN SPECIALTY CHEMICALS, INC.
           (Exact name of registrant as specified in its charter)

      DELAWARE                                           36-4176637
 (State or other                                       (I.R.S. Employer
 jurisdiction of incorporation                        Identification Number)
 or organization)
                         225 West Washington Street
                                 Suite 2200
                          Chicago, Illinois 60606

                    SOVEREIGN SPECIALTY CHEMICALS, INC.
                        EMPLOYEE STOCK PURCHASE PLAN
                         (Full title of the plans)

                              JOHN R. MELLETT
                 VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                    SOVEREIGN SPECIALTY CHEMICALS, INC.
                         225 WEST WASHINGTON STREET
                                 SUITE 2200
                          CHICAGO, ILLINOIS 60606
                               (312) 419-7100
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE

===========================================================================================================================
                                                                    PROPOSED
                                                                    MAXIMUM          PROPOSED
                                                                    OFFERING         MAXIMUM
       TITLE OF SECURITIES                    AMOUNT TO BE         PRICE PER        AGGREGATE            AMOUNT OF
         TO BE REGISTERED                     REGISTERED (1)         SHARE        OFFERING PRICE      REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share        20,000 shares        $100.00        $2,000,000           $528.00
===========================================================================================================================
(1)  Plus such additional number of shares as may be required in the event
     of a stock dividend, stock split, recapitalization or other similar
     event in accordance with Rule 416 of the Securities Act of 1933, as
     amended (the "Securities Act").
PART I

EXPLANATORY NOTE

     This Form S-8  Registration  Statement  relates  to  20,000  shares of
voting common stock of Sovereign Specialty Chemicals,  Inc., par value $.01
per share (the  "Common  Stock"),  which may be issued  under our  Employee
Stock Purchase Plan (the "ESPP").

     The  documents  containing  information  specified  by  Part I of this
Registration Statement will be sent or given to participants in the ESPP as
specified in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission  under the Securities Act. Such  document(s) are not required to
be filed with the SEC but constitute (along with the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus  that meets the  requirements  of Section 10(a) of the
Securities Act.

     References to "the Company" shall mean Sovereign Specialty  Chemicals,
Inc., a Delaware corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at http://www.sec.gov.

          The SEC allows us to "incorporate by reference"  information into
this  Registration  Statement,  which means that we can disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the
termination of the offering:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended December
          31, 1998,  filed with the SEC on March 30, 1999,  which  includes
          our  audited  financial  statements  for the  fiscal  year  ended
          December 31, 1998;

     (b)  Our Quarterly Reports on Forms 10-Q for the fiscal quarters ended
          March 31, 1999, June 30, 1999 and September 30, 1999,  filed with
          the SEC on May 14,  1999,  August 13, 1999 and November 15, 1999,
          respectively;

     (c)  Our  Current  Reports on Form 8-K filed with the SEC on  November
          29, 1999 and Form 8-K/A  filed with the SEC on January 13,  2000;
          and

     (d)  Our  Registration  Statement  on Form S-4  filed  with the SEC on
          November 3, 1997, as amended on Forms S-4/A filed with the SEC on
          April 3, 1998, April 27, 1998 and April 29, 1998.

     Item 4.  Description of Securities

     General.  The Amended and Restated Certificate of Incorporation of the
Company (the "Certificate")  authorizes the issuance of 2,700,000 shares of
Common Stock,  and 2,100,000  shares of non-voting  common stock, par value
$0.01 per share.  As of January 21, 2000,  there were  1,436,239  shares of
Common Stock and 730,182 shares of non-voting common stock outstanding. The
ESPP provides for the issuance of 20,000 shares of Common Stock.

     Voting  Rights.  Holders  of  shares of  Common  Stock  are  generally
entitled  to one vote per  share.  On any  matter on which the  holders  of
Common Stock and non-voting common stock are entitled to vote, both classes
of common stock will vote  together as a single  class,  and each holder of
non-voting   common   stock  will  be  entitled  to  one  vote  per  share.
Notwithstanding  the foregoing,  holders of non-voting common stock will be
entitled  to  vote  as  a  separate  class  on  any  amendment,  repeal  or
modification  of any provisions of the Certificate  that adversely  affects
the powers,  preferences or special rights of holders of non-voting  common
stock (and does not affect holders of Common Stock in a similar manner). In
addition,  the following  actions require the  affirmative  vote or written
consent of the holders of at least a majority of the outstanding  shares of
Common  Stock  or  non-voting  common  stock  combined:  (i) any  increase,
reduction  or other  change  in the  authorized  number of shares of either
class,  (ii) the  authorization of any new series or class of the Company's
stock  senior to or on a parity with the current  classes of common  stock,
(iii)  increases in the  authorized  shares of any such series or class and
(iv) any amendment to the Certificate that adversely  affects the rights of
the Common Stock and non-voting common stock.

     Dividends.  Holders of Common  Stock and  non-voting  common stock are
entitled  to  receive  such  dividends  or  other  distributions  as may be
declared thereon by the Board of Directors of the Company from time to time
out of the  funds  or  assets  legally  available  for such  dividends  and
distributions. Any dividends or other distributions declared or paid by the
Company will be declared or paid pro rata, on a  share-for-share  basis, on
the Common Stock and the non-voting common stock.

     Conversion. Under certain circumstances,  holders of non-voting common
stock may convert such stock into Common Stock on a  share-for-share  basis
(and vice versa).

     Liquidation.  In the event of any liquidation,  dissolution or winding
up of the Company,  the holders of Common Stock and non-voting common stock
shall be entitled to share pro rata,  on a  share-for-share  basis,  in all
assets of the Company available for distribution to its stockholders.

     Adjustment.  If the Company in any manner  subdivides  or combines the
outstanding  shares of either class of common stock,  then the  outstanding
shares of the other class of common stock will be  subdivided  or combined,
as the case may be, to the same  extent and other  appropriate  adjustments
will be made.

     Item 5.  Interests of Named Experts and Counsel

     Certain legal matters with respect to the validity of the Common Stock
offered by this Registration  Statement will be passed upon for the Company
by Fried,  Frank,  Harris,  Shriver &  Jacobson  (a  partnership  including
professional  corporations).  A  partnership  in which  partners  of Fried,
Frank,  Harris,  Shriver & Jacobson  are partners is a  shareholder  of the
Company.

     Item 6.  Indemnification of Directors and Officers

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides that a corporation may indemnify directors and officers as well as
other  employees and individuals  against  expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement in connection with
specified  actions,   suits  and  proceedings,   whether  civil,  criminal,
administrative,  or investigative  (other than action by or in the right of
the corporation--a "derivative action"), if they acted in good faith and in
a manner  they  reasonably  believed  to be in or not  opposed  to the best
interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions,  except
that indemnification  only extends to expenses (including  attorneys' fees)
incurred in connection  with the defense or settlement of such action,  and
the statute requires court approval before there can be any indemnification
where the  person  seeking  indemnification  has been  found  liable to the
corporation.  The  statute  provides  that  it is not  exclusive  of  other
indemnification  that may be  granted  by a  corporation's  certificate  of
incorporation,  bylaws,  disinterested  director  vote,  stockholder  vote,
agreement, or otherwise.

     The DGCL  further  authorizes a Delaware  corporation  to purchase and
maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer, employee or agent of the corporation,  or is or was serving at the
request of the  corporation  as a director,  officer,  employee or agent of
another  corporation or enterprise,  against any liability asserted against
him and incurred by him in any such capacity,  arising out of his status as
such,  whether or not the  corporation  would  otherwise  have the power to
indemnify him under Section 145.

     The By-Laws of the Company  provide that the Company shall  indemnify,
to the fullest  extent  permitted  by the DGCL,  any person who was or is a
party  or is  threatened  to be  made  a  party  to or is  involved  in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal,  administrative or investigative by reason of the fact that he or
she is or was a director or officer of the Company, or is or was serving at
the  request  of the  Company as a  director,  officer or member of another
corporation, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by him in
connection   with  such   action,   suit  or   proceeding   and  that  such
indemnification  will continue as to an  indemnitee  who has ceased to be a
director or officer.  The By-Laws of the Company  further  provide that any
employee or agent of the Company,  or any person  serving at the request of
the Company will be indemnified in the same manner as a director or officer
of the Company.

     The By-Laws of the Company  provide  that the Company may purchase and
maintain  insurance on its own behalf and on behalf of any person who is or
was a director,  officer,  employee,  fiduciary, or agent of the Company or
was serving at the request of the Company as a director,  officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise  against any liability  asserted against him or her and incurred
by him or her in any such  capacity,  whether or not the Company would have
the  power to  indemnify  such  person  against  such  liability  under its
By-Laws.

     We have  obtained an  indemnification  insurance  policy  insuring our
directors and officers against certain  liabilities they may incur in their
capacity as directors and officers.  Under these policies,  the insurer, on
our behalf, may also pay amounts for which we have granted  indemnification
to the  directors  or  officers.

     Item 7.  Exemption from Registration Claimed

     Not applicable.
Item 8.  Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1*                Certificate  of Amended  and  Restated  Certificate  of
                    Incorporation of the Company

4.2*                By-Laws of the Company as amended on December 27, 1999

4.3*                Sovereign  Specialty  Chemicals,  Inc.  Employee  Stock
                    Purchase Plan

4.4*                Form of Sovereign  Specialty  Chemicals,  Inc. Employee
                    Subscription Agreement

4.5*                Form of Sovereign Specialty Chemicals,  Inc. Management
                    Subscription Agreement

4.6                 Shareholders Agreement,  dated as of December 29, 1999,
                    by and among Sovereign Specialty Chemicals,  Inc., SSCI
                    Investors LLC and the shareholders listed on Schedule 1
                    thereto,  previously  filed  as  Exhibit  99.1  to  the
                    Company's  Current  Report on Form 8-K/A on January 13,
                    2000, and incorporated herein by reference

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent  of  Ernst  &  Young  LLP  (independent  public
                    accountants)

-------------------------
*    Filed herewith.
Item 9.  Undertakings

     The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of this  Registration  Statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in this Registration Statement;

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously  disclosed  in  this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided,  however,  that  paragraphs (i) and (ii) do not apply if the
     information  required to be included in a post-effective  amendment by
     those  paragraphs  is  contained  in  periodic  reports  filed with or
     furnished to the  Commission by the Company  pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are  incorporated  by reference
     in this Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment shall be deemed to
     be a new  registration  statement  relating to the securities  offered
     therein,  and the  offering of such  securities  at that time shall be
     deemed to be the initial bona fide offering thereof.

          (c) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  Section   15(d)  of  the  Exchange  Act  that  is
     incorporated  by reference  in this  Registration  Statement  shall be
     deemed to be a new registration  statement  relating to the securities
     offered  therein,  and the  offering of such  securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company has been advised
that in the  opinion  of the  Commission  such  indemnification  is against
public  policy  as  expressed  in the  Securities  Act and  is,  therefore,
unenforceable.  In the event that a claim for indemnification  against such
liabilities  (other than the payment by the Company of expenses incurred or
paid by a  director,  officer or  controlling  person of the Company in the
successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person in connection with the securities
being  registered,  the Company will,  unless in the opinion of its counsel
the matter has been settled by controlling precedent,  submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against  public  policy  as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in the city of Chicago,  State of Illinois on
January 26, 2000.

                                        Sovereign Specialty Chemicals, Inc.

                                         /s/ John R. Mellett
                                        ---------------------------------
                                        By: John R. Mellett
                                            Vice President and
                                            Chief Financial Officer
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and  directors of Sovereign  Specialty
Chemicals,  Inc., a Delaware corporation,  do hereby constitute and appoint
Robert B. Covalt,  John R. Mellett,  Thomas P. Salice, and Christine Smith,
and each of them, as his or her true and lawful  attorney-in-fact and agent
with full power of substitution and  resubstitution,  for him in his or her
name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments to this Registration  Statement and any additional  registration
statements  pursuant to Instruction E to Form S-8 and any and all documents
in connection  therewith,  and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission,  granting unto said  attorney-in-fact  and agent full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes  as he or she might or could do in person,  and  hereby  ratifies,
approves and confirms all that his or her said  attorney-in-fact and agent,
or his or her  substitute  or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.

      Signature                        Title                        Date
      ---------                        -----                        ----

/s/ Robert B. Covalt       Chairman of the Board, Chief        January 26, 2000
-------------------------  Executive Officer and President
    Robert B. Covalt

/s/ John R. Mellett        Vice-President and Chief            January 26, 2000
-------------------------  Financial Officer
     John R. Mellett

/s/ John Garcia            Director                            January 26, 2000
-------------------------
       John Garcia

/s/ John D. Macomber       Director                            January 26, 2000
-------------------------
    John D. Macomber

/s/ Robert H. Malott       Director                            January 26, 2000
-------------------------
    Robert H. Malott

/s/ Thomas P. Salice       Director                            January 26, 2000
-------------------------
    Thomas P. Salice

/s/ Norman E. Wells, Jr.   Director                            January 26, 2000
-------------------------
  Norman E. Wells, Jr.
Index to Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1*                Certificate  of Amended  and  Restated  Certificate  of
                    Incorporation of the Company

4.2*                By-Laws of the Company as amended on December 27, 1999

4.3*                Sovereign  Specialty  Chemicals,  Inc.  Employee  Stock
                    Purchase Plan

4.4*                Form of Sovereign  Specialty  Chemicals,  Inc. Employee
                    Subscription Agreement

4.5*                Form of Sovereign Specialty Chemicals,  Inc. Management
                    Subscription Agreement

4.6                 Shareholders Agreement,  dated as of December 29, 1999,
                    by and among Sovereign Specialty  Chemicals, Inc., SSCI
                    Investors LLC and the shareholders listed on Schedule 1
                    thereto,  previously  filed  as  Exhibit  99.1  to  the
                    Company's  Current  Report on Form 8-K/A on January 13,
                    2000, and incorporated herein by reference

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1                Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent  of  Ernst  &  Young  LLP  (independent  public
                    accountants)

-------------------------
*    Filed herewith.