SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


              [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001

                           Commission File No. 2-70197

                              OCEAN BIO-CHEM, INC.
             (Exact name of Registrant as specified in its charter)


                          Florida 59-1564329 (State or
                     other jurisdiction of (I.R.S. Employer
                  incorporation or organization) Identification
                                      No.)


Registrant's telephone number, including area code - 954-587-6280

     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 the number of shares  outstanding of each of the Issuer's  classes
of common stock, as of the latest practicable date.

          $.01 par value common stock,  10,000,000 shares  authorized,
          4,105,889 shares issued and outstanding at March 31, 2001.


<PAGE>


                 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

                                 INDEX


  Description                                                             Page
  -----------                                                             -----

Part I:

  Item 1. -  Financial Statements:
      Consolidated balance sheets as of March
          31, 2001 and December 31, 2000                                    3
      Consolidated statements of operations for
          the three months ended March 31,
          2001 and 2000                                                     4
       Consolidated statements of changes in
          shareholders' equity for the three months
          ended March 31, 2001 and 2000                                     5
       Consolidated statements of cash flows
          for the three months ended March 31,
         2001 and 2000                                                      6

  Item 2. - Management's Discussion and Analysis
      of Financial Condition and Results of Operations                    7-8


Part II:

  Item 1. - Legal Proceedings                                             8-9
  Item 2. - Changes in Securities                                           9
  Item 3. - Defaults upon Senior Securities                                 9
  Item 4. - Submission of Matters to Vote by Security Holders               9
  Item 5. - Other Matters                                                   9
  Item 6. - Exhibits and Reports on Form 8-k                                9

Signatures                                                                  9


                                        2


<PAGE>



                         PART I - Financial Information

Item l. Financial Statements:


                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                            MARCH 31,        DEC. 31,
                                                              2001             2000
                                                          ------------    ------------
                                                           (UNAUDITED)
<S>                                                       <C>             <C>
Current assets:
  Cash                                                    $     24,770    $    123,515
  Trade accounts receivable net of allowance
    for doubtful accounts of approximately $ 23,000 at
     March 31, 2001 and December 31, 2000, respectively      2,974,302       3,417,827
  Inventories                                                4,758,483       4,506,987
  Due from officer                                             161,100         161,100
  Income taxes receivable                                      173,404         173,404
  Prepaid expenses                                              94,577         116,037
                                                          ------------    ------------

      Total current assets                                   8,186,636       8,498,870
                                                          ------------    ------------

Property, plant and equipment, net                           6,084,026       5,643,550
                                                          ------------    ------------

Other assets:
  Trademarks, trade names and patents, net
   of accumulated amortization                                 347,683         353,431
  Funds held in escrow for equipment                            27,071          41,506
  Due from affiliated companies, net                           237,002         598,237
  Deposits and other assets                                    284,069         274,670
                                                          ------------    ------------
     Total Other Assets                                        895,825       1,267,844
                                                          ------------    ------------
        Total assets                                      $ 15,166,487    $ 15,410,264
                                                          ============    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable - trade                                $  2,266,028    $  2,119,865
  Note payable - bank                                        4,350,000       4,250,000
  Current portion of long term debt                            325,339         355,306
  Other accrued liabilities                                     53,260         120,356
                                                          ------------    ------------
       Total Current Liabilities                             6,994,627       6,845,527
                                                          ------------    ------------

Long term debt, less current portion                         3,832,798       3,892,445
                                                          ------------    ------------

Shareholders' equity:
   Common stock - $.01 par value, 10,000,000 shares
     authorized; 4,105,889 shares
     issued and outstanding at March 31, 2001 and
     December 31, 2000, respectively                            41,060          41,060
   Additional paid-in capital                                3,720,377       3,720,377
   Foreign currency translation adjustment                    (233,154)       (209,398)
   Retained earnings                                           818,974       1,128,448
                                                          ------------    ------------
                                                             4,347,257       4,680,487
                                                          ------------    ------------
   Less cost of common stock in treasury, 7,519 shares
      at March 31, 2001 and December 31, 2000                   (8,195)         (8,195)
                                                          ------------    ------------
                                                             4,339,062       4,672,292
                                                          ------------    ------------
   Total liabilities and shareholders' equity             $ 15,166,487    $ 15,410,264
                                                          ============    ============
</TABLE>


                                        3


<PAGE>


                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2001 and 2000
                                   (UNAUDITED)

                                                       2001             2000
                                                    -----------     -----------

Gross sales                                         $ 3,544,747     $ 3,705,163

Allowances                                              311,541         433,028
                                                    -----------     -----------

Net sales                                             3,233,206       3,272,135

Cost of goods sold                                    2,549,634       2,262,198
                                                    -----------     -----------

Gross profit                                            683,572       1,009,937
                                                    -----------     -----------

Costs and expenses:
    Advertising and promotion                           139,822         183,152
    Selling and administrative                          709,677         727,334
    Interest expense                                    145,000         121,906
                                                    -----------     -----------

       Total costs and expenses                         994,499       1,032,392
                                                    -----------     -----------

Operating loss                                         (310,927)        (22,455)

Interest income                                           1,453           5,791
                                                    -----------     -----------

Loss before income taxes                               (309,474)        (16,664)

Benefit for income taxes                                   --             6,500
                                                    -----------     -----------

Net loss                                               (309,474)        (10,164)

Other comprehensive income, net of tax:
    Foreign currency translation adjustment             (23,756)         (6,689)
                                                    -----------     -----------

Comprehensive loss                                  $  (333,230)    $   (16,853)
                                                    ===========     ===========

Loss per common share                               $      (.08)    $      --
                                                    ===========     ===========


Loss per share was  calculated on the basis of 4,098,370 and 3,915,033  weighted
average shares of common stock outstanding for the quarters ended March 31, 2001
and 2000, respectively.

The Company has adopted Statement of Financial Accounting Standards No. 130 that
requires  items  of  comprehensive  income  to be  stated  as part of the  basic
financial statements.  The only item of comprehensive income that the Registrant
has is its foreign currency translation adjustment.


                                        4


<PAGE>


                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                          Foreign
                                 Common stock            Additional       currency        Retained        Treasury
                            Shares         Amount      paid-in capital   adjustment       earnings          stock           Total
                          ----------      --------     ---------------   ----------      -----------      ---------      -----------
<S>                        <C>            <C>           <C>              <C>            <C>              <C>            <C>
January 1, 2001            4,105,889      $ 41,060      $ 3,720,377      ($209,398)     $ 1,128,448      $  (8,195)     $ 4,672,292

Net loss                                                                                   (309,474)                       (309,474)

Foreign currency
  translation
  adjustment                                                               (23,756)                                         (23,756)
                          ----------      --------      -----------      ---------      -----------      ---------      -----------

March 31, 2001             4,105,889      $ 41,060      $ 3,720,377      $(233,154)     $   818,974      $  (8,195)     $ 4,339,062
                          ==========      ========      ===========      ---------      ===========      =========      ===========

January 1, 2000            3,822,499      $ 38,225      $ 3,282,932      $(160,872)     $ 1,764,051      $  (6,875)     $ 4,917,461

Net loss                                                                                    (10,164)                        (10,164)

Issuance of stock            283,390         2,835          437,446                        (390,781)                         49,500

Foreign currency
  translation
  adjustment                                                                (6,689)                                          (6,689)
                          ----------      --------      -----------      ---------      -----------      ---------      -----------

March 31, 2000             4,105,889      $ 41,060      $ 3,720,378      ($167,561)     $ 1,363,106      $  (6,875)     $ 4,950,108
                          ==========      ========      ===========      ---------      ===========      =========      ===========
</TABLE>


                                        5


<PAGE>



                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2001 and 2000
                                   (UNAUDITED)

                                                         2001           2000
                                                       ---------      ---------
Cash flow provided (used) by operating activities:

  Net loss                                             $(309,474)     $ (10,164)

Adjustments to reconcile net income
  to net cash provided (used) by operations:
  Depreciation and amortization                          100,153         82,939
  Changes in assets and liabilities:
  Decrease in accounts receivable                        443,525        277,821
  (Increase) in inventories                             (251,496)      (331,659)
  Decrease in prepaid expenses                            21,461         49,819
  (Increase) decrease in accounts payable,
   accrued expenses and other                             69,668       (153,575)
                                                       ---------      ---------

  Net cash provided (used) by operating activities        73,837        (84,819)
                                                       ---------      ---------

Cash provided (used) by financing activities:
  Net increase (reduction) under line of credit          100,000        (60,000)
  Net reduction in advances to affiliates                361,235        107,751
  Net increase (reduction) in current portion of
     long term debt                                      (29,967)        10,522
  Net (reduction) in long term borrowings                (59,647)       (81,676)
  Common stock transactions, net                            --           49,500
                                                       ---------      ---------

  Net cash provided by financing activities              371,621         26,097
                                                       ---------      ---------

Cash provided (used) by investing activities:
  Purchase property, plant, equipment, net              (520,447)       (21,436)
                                                       ---------      ---------

 Net cash used by investing activities                  (520,447)       (21,436)
                                                       ---------      ---------

(Decrease) in cash prior to effect of
   foreign currency translation on cash                  (74,989)       (80,158)

 Effect of foreign currency translation on cash          (23,756)        (6,689)
                                                       ---------      ---------

(Decrease) in cash                                       (98,745)       (86,847)
Cash at beginning of period                              123,515        433,772
                                                       ---------      ---------

Cash at end of period                                  $  24,770      $ 346,925
                                                       =========      =========

Supplemental Information:
  Cash used for interest during period                 $ 145,000      $ 121,906
                                                       =========      =========
  Cash used for income taxes during period             $    --        $ 204,743
                                                       =========      =========


The company had no cash equivalents at March 31, 2001 and 2000.


                                        6


<PAGE>



                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The  information  contained  in this  Report  is  unaudited,  but  reflects  all
adjustments  which are, in the opinion of the  management,  necessary for a fair
statement of results of the interim periods, consisting only of normal recurring
accruals. The results for such interim periods are not necessarily indicative of
results to be expected for the full year.

Certain financial statement items for the quarter ended March 31, 2000 have been
reclassified to conform to the 2001 presentation.

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

Liquidity and Capital Resources:

The primary sources of the Registrant's liquidity are its operations, short-term
borrowings  from a  commercial  bank  pursuant  to a  revolving  line of  credit
arrangement,  and  other  borrowings.  The total  borrowings  under the line are
secured by trade receivables, inventories, and other assets, and can aggregate a
maximum amount of $5,000,000.  Borrowings  under the line are due on demand from
the bank.  Under the terms of the line,  the  Registrant is required to maintain
minimum working  capital of $2,500,000,  a maximum debt to tangible net worth of
ratio of 2.5 to 1 and a minimum debt service  coverage  factor of 1.15 times. As
of March  31,  2001,  the  amount  outstanding  pursuant  to this  facility  was
$4,350,000  and,  as of such  date the  Registrant  was not in  compliance  with
certain of the applicable  loan  covenants.  The lender has agreed to waive such
violations through June 30, 2001.

On March 25, 1999,  The  Registrant  borrowed  $400,000  from an entity owned by
certain  officers of the Company.  The obligation  requires  monthly payments of
principal and interest at prevailing rates through maturity during April,  2004,
when a final balloon payment is due.

The  Registrant  is  involved  in  making  sales  in the  Canadian  market  and,
accordingly, is subject to fluctuations of the Canadian currency. The Registrant
does not engage in currency hedging and deals with such risk as a pricing issue.

Results of Operations:

Net sales decreased  approximately 1% or $38,900 for the quarter ended March 31,
2001 when compared to the same quarter of the preceding  year. Such decrease was
not associated with any single product or customer.

Cost of goods sold  increased as a percentage  of net sales when  comparing  the
quarter  ended  March  31,  2001  with  the  comparable  quarter  in  2000.  The
percentages  were 79% and 69% for the  quarters  ended  during  2001  and  2000,
respectively.  This change was  attributable to increasing raw material costs as
well as direct  manufacturing costs at the Registrant's plant. Price adjustments
have been made on certain affected products commencing late in the first quarter
and thereafter.

Selling and administrative  expenses decreased  approximately $17,700 or 2% when
comparing the quarters ended March 31, 2001 and 2000. This change was not viewed
as significant.


                                       7


<PAGE>


Advertising and promotion decreased  approximately  $43,300 or 24% comparing the
three months ended March 31, 2001 and 2000.  This was  primarily  due to planned
decreases in advertising.

Interest expense  increased by  approximately  $23,100 or 19% when comparing the
March 31,  2001  quarter to the  corresponding  quarter in 2000.  This  increase
resulted   primarily  due  to  increased   borrowings   and  should  be  reduced
prospectively pursuant to recently promulgated prime interest rate decreases.

Forward-looking Statements:

Certain statements contained herein,  including without limitation  expectations
as to future sales and operating results,  constitute forward-looking statements
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995. For this purpose,  any  statements  contained in this report
that  are not  statements  of  historical  fact  may be  deemed  forward-looking
statements.  Without  limiting the  generality of the  foregoing,  words such as
"may", "will", "expect",  "anticipate",  "intend", "could" or the negative other
variations   thereof  or  comparable   terminology   are  intended  to  identify
forward-looking  statements.  These statements  involve known and unknown risks,
uncertainties  and other factors which may cause actual results,  performance or
achievements of the Company to be materially  different from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements.  Factors which may affect the Company's results include, but are not
limited to, the highly competitive nature of the Company's industry; reliance on
certain  key  customers;  consumer  demand for marine  recreational  vehicle and
automotive products; advertising and promotional efforts, and other factors. The
Company will not undertake and specifically declines any obligation to update or
correct any forward-looking  statements to reflect events or circumstances after
the date of such  statements  or to reflect the  occurrence  of  anticipated  or
unanticipated events.


                           PART II - Other Information

Item l - Legal Proceedings:

On March 30,  2001,  the Federal  District  Court for the  Northern  District of
Georgia  entered  an  order  granting  North  American  Oil  Company's   ("North
American")  motion for partial summary  judgment and declaring  Patent 5,250,598
(the '598 Patent) held by the Registrant's  wholly owned subsidiary,  Star Brite
Distributing,  Inc.  ("Star Brite") invalid and  unenforceable  in the matter of
North American Oil Company, Inc. v. Star Brite Distributing,  Inc., Civil Action
No.  1-98-CV-1589-RWS,  pending in the United States  District  Court,  Northern
District of Georgia,  Atlanta Division. North American filed a complaint against
Star Brite seeking declaratory  judgments of invalidity,  unenforceability,  and
non-infringement   of  the  '598  Patent,   entitled  "Liquid   Electrical  Tape
Formulation" and alleging claims for antitrust violation, tortuous interference,
unfair  competition  and trade slander.  As a result of the order  declaring the
'598 patent  invalid and  unenforceable,  Star Brite's  counterclaim  for patent
infringement  cannot  succeed.  Further,  North  American  may make a claim  for
attorney's  fees. The outcome of such a request,  if made, is unknown.  The '598
patent is held by Star Brite for its liquid electrical tape formulation, and the
invalidity and  unenforceability  of such patent would not materially  adversely
affect the sales and profits of the Company.  This decision,  unless reversed on
appeal,  will increase the financial  exposure of the Company although no amount
of potential damage is now known.  North American's claim against Star Brite for
antitrust  violation,  which seeks treble damages and  attorney's  fees, and its
claims for tortuous  interference,  unfair competition and trade slander remains
stayed at this time. It is difficult to assess


                                       8


<PAGE>


the amount or range of potential  damages  sought by North  American as to these
remaining  claims  because  discovery  into these  claims was stayed  during the
court's  consideration  of the patent  issues  discussed  above.  If the stay is
lifted,  Star Brite intends to vigorously defend against North American's claims
for antitrust  violation,  tortuous  interference,  unfair competition and trade
slander.  The Company believes that these claims are frivolous and not supported
factually, despite the fact that its '598 patent is now invalidated.  Star Brite
intends to appeal the order granting North American's motion for partial summary
judgment at the appropriate time. Star Brite, based upon discussions with patent
counsel,  believes that the Order of Partial  Summary  Judgment is erroneous and
should be reversed on appeal.

Item 2 - Changes in Securities: Not applicable

Item 3 - Defaults Upon Senior Securities:  Not applicable

Item 4 - Submission of Matters to Vote of Security Holders:  Not applicable

Item 5 - Other Matters:  Not applicable

Item 6 - Exhibits and Reports on Form 8-K:

          (a)  Exhibits: Not applicable

          (b)  Reports on Form 8-K:

               On April 12, 2001, the Registrant  filed a Current Report on Form
               8-K disclosing the event discussed in Item 1, above.


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 hereunto duly authorized.

                                         OCEAN BIO-CHEM, INC.

Date:   May 11, 2001                     By: /s/ PETER G. DORNAU
                                            ------------------------------------
                                            Peter G. Dornau
                                            Chairman of the Board and
                                            Chief Executive Officer


                                         By: /s/ EDWARD ANCHEL
                                            ------------------------------------
                                            Edward Anchel
                                            Chief Financial Officer



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