EXHIBIT 4.3

                    SOVEREIGN SPECIALTY CHEMICALS, INC.

                        EMPLOYEE STOCK PURCHASE PLAN


          1.  Name.  This plan  shall be known as the  SOVEREIGN  SPECIALTY
CHEMICALS, INC. EMPLOYEE STOCK PURCHASE PLAN (the "Plan").

          2. Purpose.  The Plan is intended to encourage  participation  in
the ownership and economic progress of Sovereign Specialty Chemicals,  Inc.
(the "Company") by offering employees the opportunity to purchase shares of
the Company's common stock, par value $0.01 per share (the "Common Stock").

          3.  Administration.   The  Plan  shall  be  administered  by  the
Compensation  Committee (the  "Committee") of the Board of Directors of the
Company (the "Board"), provided, however, that duties shall be administered
by the Board, and all references herein to the Committee shall be deemed to
reference the Board.  Subject to the express  provisions  of the plan,  the
Committee shall have the discretion (i) to construe and interpret the Plan,
(ii) to prescribe,  amend or rescind rules and regulations  relating to the
administration  of the Plan and  (iii)  to make  all  other  determinations
necessary  or  advisable  for the  administration  of the Plan,  including,
without  limitation,  who shall  participate  in the Plan,  how many shares
shall be sold to each  participant  and the price at which  shares shall be
sold under the Plan.  In the absence of the  Committee,  the Board may take
actions reserved for the Committee hereunder.

          4. Stock Subject to Plan.  The stock to be offered under the Plan
shall be an aggregate of 20,000 shares of Common Stock.  If the outstanding
Common Stock is increased,  decreased,  or changed into, or exchanged for a
different  number or kind of shares or  securities  of the Company  through
reorganization,  merger, recapitalization,  reclassification,  stock split,
stock   consolidation   or  similar   transaction,   an   appropriate   and
proportionate  adjustment  shall be made in the  number  and kind of shares
which may be sold under the Plan.

          5. Price and  Payment.  The  purchase  price for the Common Stock
issued pursuant to stock purchase rights awarded under the Plan shall be as
determined  by the  Committee.  Employees  who are  awarded  the  right  to
purchase shares under the Plan shall pay the purchase price for such shares
by check.

          6. Stock Subscription Agreement.  Any person who purchases Common
Stock pursuant to the Plan shall enter into a  Subscription  Agreement with
the Company in  substantially  the form of Exhibit A or Exhibit B hereto or
any other form approved by the Committee.

          7.  Amendment and  Termination.  The Committee  may, at any time,
suspend,   amend  or  terminate  the  Plan;  provided,   however,  that  no
suspension,  amendment or termination  hereof shall amend,  alter or impair
any rights or  obligations  with  respect to any Stock  previously  granted
under the Plan.  Unless  terminated  earlier,  this Plan shall terminate on
April 30, 2000.





Dated:  January 26, 2000