SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended June 30, 2005

                                       or

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           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.)


             4041 SW 47 Avenue, Fort Lauderdale, Florida 33314-4023
                                  954-587-6280
                     -------------------------------------
              (Address and telephone number, including area code of
                 Registrant's Principal Executive Offices)

       Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common stock, par value $.01 per share

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 12, 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 by check mark whether the Registrant is an  accelerated  filer (as
defined by Rule 12b-2 of the Securities Exchange Act of 1934)

               YES [ ]                                     NO [x]


    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,
            5,689,816 shares issued and outstanding at July 31, 2005



<PAGE>





                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

                                      INDEX



   Description                                                  Page
   -----------                                                  ----
Part I:

  Item 1. - Financial Statements:

      Consolidated balance sheets as of June
          30, 2005 and December 31, 2004                          3

      Consolidated statements of operations for
          the three and six months ended June 30,
          2005 and 2004                                           4

       Consolidated statements of changes in
          shareholders' equity for the six months
          ended June 30, 2005 and 2004                            5

       Consolidated statements of cash flows
          for the six months ended June 30, 2005
          and 2004                                                6

  Item 2. - Management's Discussion and Analysis of
              Financial Condition and Results of Operations      7-9

  Item 3. - Quantitative and Qualitative Disclosures about
              Market Risk                                         9

  Item 4.  Controls and Procedures                                9

Part II:

  Item 1. - Legal Proceedings                                    10
  Item 2. - Unregistered Sales of Equity Securities and Use
              of Proceeds                                        10
  Item 3. - Defaults upon Senior Securities                      10
  Item 4. - Submission of Matters to Vote by Security Holders    10
  Item 5. - Other Matters                                        11
  Item 6. - Exhibits                                             11


Signatures                                                       11

Exhibits














                                        2


<PAGE>



                         PART I - Financial Information

 Item l.  Financial Statements

                              OCEAN BIO-CHEM, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                     ASSETS
                                                JUNE 30,            DECEMBER 31,
                                                  2005                  2004
                                              -------------        -------------
                                              (Unaudited)
<S>                                           <C>                  <C>
Current assets:
Cash                                          $    25,916          $   988,106
Trade accounts receivable net of
 allowances for doubtful accounts
 of approximately $116,880 and $201,000
 at June 30, 2005 and December 31, 2004,
 respectively                                   3,289,679            4,652,144
Inventories                                     7,119,630            5,218,431
Recoverable income taxes                          274,500                  -
Prepaid expenses and other current assets         161,998              214,492
                                              -----------          -----------

    Total current assets                       10,871,723           11,073,173
                                              -----------          -----------

Property, plant and equipment, net              7,510,305            7,337,600
                                              -----------          -----------

Other assets:
Funds held in escrow for equipment                  1,870                1,853
Trademarks, trade names and patents, net
  of accumulated amortization                     330,439              330,439
Due from affiliated companies, net                196,217              408,476
Deposits and other assets                         251,728              246,803
                                              -----------          -----------
    Total other assets                            780,254              987,571
                                              -----------          -----------

    Total assets                              $19,162,282          $19,398,344
                                              ===========          ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade                      $ 2,215,900          $ 2,251,287
Note payable - bank                             4,900,000            4,500,000
Current portion of long-term debt                 587,199              483,112
Accrued expenses and income taxes payable         353,576              435,200
                                              -----------          -----------
 Total current liabilities                      8,056,675            7,669,599
                                              -----------          -----------

Deferred income taxes payable                     260,000              260,000
                                              -----------          -----------

Long-term debt, less current portion            5,743,168            5,580,250
                                              -----------          -----------

Shareholders' equity:
Common stock - $.01 par value 10,000,000
 shares authorized, 5,689,816 and 5,417,813
 shares issued and outstanding at June 30,
 2005 and December 31, 2004, respectively          56,898               54,178
Additional paid-in capital                      4,817,291            4,722,746
Foreign currency translation adjustment       (   200,743)         (   204,864)
Retained earnings                                 437,188            1,324,630
                                              -----------          -----------
                                                5,110,634            5,896,690
Less cost of common stock in treasury,
 7,519 shares at June 30, 2005 and
 December 31, 2004, respectively              (     8,195)         (     8,195)
                                              -----------          -----------
                                                5,102,439            5,888,495
                                              -----------          -----------

Total liabilities and shareholders' equity    $19,162,282          $19,398,344
                                              ===========          ===========
</TABLE>
                                        3
<PAGE>

                              OCEAN BIO-CHEM, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                            FOR THE THREE MONTHS                      FOR THE SIX MONTHS
                                                ENDED JUNE 30,                             ENDED JUNE 30,
                                        2005                 2004                2005              2004
                                      ---------           --------            --------         -----------


<S>                                  <C>                 <C>                 <C>              <C>
Gross sales                          $ 5,148,807         $ 6,295,436         $ 8,626,318      $10,199,380

Allowances                               561,692           849,875               943,425        1,316,233
                                     ------------        ------------        ------------     ------------

Net sales                              4,587,115           5,445,561           7,682,893        8,883,147
Cost of goods sold                     3,264,677           4,052.441           6,005,181        6,743,078
                                     ------------        ------------        ------------     ------------

Gross profit                           1,322,438           1,393,120           1,677,712        2,140,069
                                     ------------        ------------        ------------     ------------     -

Costs and expenses:
Advertising and promotion                564,997             333,174             671,403          467,430
Selling and administrative               955,570             864,748           1,966,540        1,722,151
Interest expense                         107,539              73,639             211,471          140,942
                                     ------------        ------------        ------------     ------------
    Total cost and expenses            1,628,106           1,271,561           2,849,414        2,330,523
                                     ------------        ------------        ------------     ------------

Income (loss) from operations        (   305,668)            121,559         ( 1,171,702)     (   190,454)
Interest and other income                  8,941                 107               9,760              579
                                     ------------        ------------        ------------     ------------

Income (loss) before income
  taxes                              (   296,727)            121,666         ( 1,161,942)     (   189,875)

Provision (benefit) for income
  taxes                                   19,500              59,500         (   274,500)     (    46,500)
                                     ------------        ------------        ------------     ------------

Net income (loss)                    (   316,227)             62,166         (   887,442)     (   143,375)

Other comprehensive income
  (loss) net of income taxes:

Foreign currency translation
  Adjustment                         (     2,362)        (    16,559)              4,121      (    12,021)
                                     ------------        ------------        ------------     ------------

Comprehensive income (loss)          ($  318,589)        $    45,607         ($  883,321)     ($  155,396)
                                     ============        ============        ============     ============

Earnings (loss) per
  common share                         ($.06)                 $.01               ($.16)           ($.03)
                                     ============          ============        ============     ============
</TABLE>


     Earnings per share were  calculated on the basis of 5,578,815 and 5,294,818
weighted average shares of common stock outstanding for the six months and three
months ended June 30, 2005 and 2004, 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 items of comprehensive income that the Registrant
has are its foreign currency translation adjustments.

                                        4
<PAGE>



                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                            FOR THE SIX MONTHS ENDED
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                  Additional        Foreign
                           Common stock           paid-in           currency       Retained       Treasury
                       Shares       Amount         capital         adjustment      earnings         stock         Total
                     ---------     -------        ----------       ----------     ----------      --------     ----------

<S>                  <C>           <C>            <C>              <C>            <C>             <C>          <C>
January 1,
   2005              5,417,813     $54,178        $4,722,746       ($204,864)     $1,324,630      ($8,195)     $5,888,495


Net loss                                                                          (  887,442)                 (   887,442)

Common stock
   issuances           272,003       2,720            94,545                                                       97,265

Foreign currency
  translation
  adjustment                                                           4,121                                        4,121
                     ---------     -------        ----------       ---------      ----------      --------    -----------


June 30,
  2005               5,689,816     $56,898        $4,817,291       ($200,743)       $437,188      ($8,195)     $5,102,439
                     =========     =======        ==========       ==========     ==========      ========    ============



January 1,
   2004              4,960,843     $49,608        $4,409,829       ($237,323)     $1,190,076      ($ 8,195)    $5,403,995

Net (loss)                                                                        (  143,375)                  (  143,375)


Common stock
  issuances            456,970       4,570           312,917                                                      317,487

Foreign currency
  translation
  adjustment                                                       (  12,021)                                  (   12,021)
                     ---------     -------        ----------       ---------      ----------      --------     ----------


June 30,
  2004               5,417,813     $54,178        $4,722,746       ($249,344)     $1,046,701      ($ 8,195)    $5,566,086
                     =========     =======        ==========       ==========     ==========      =========    ==========

</TABLE>


















                                        5


<PAGE>


                              OCEAN BIO-CHEM, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED JUNE 30,
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  2005              2004
                                                              -----------       ------------
<S>                                                           <C>               <C>
Cash flow used by operating activities:
Net (loss)                                                    ($  887,442)      ($   143,375)

Adjustments to reconcile net loss to net cash used
 by operations:
Depreciation and amortization                                     368,589            357,224
Changes in assets and liabilities:
  Decrease (increase) in accounts receivable                    1,362,465       (    101,652)
   (Increase) in inventory                                    ( 1,901,199)      (  1,030,805)
   (Increase) decrease in prepaid expenses
     and other current assets                                 (   222,004)            25,465
  (Decrease) in accounts payable,
     accrued expenses and other                               (   121,954)           634,133
                                                              ------------      -------------

      Net cash provided (used) by operating activities        ( 1,401,545)      (    259,010)
                                                              ------------      -------------

Cash flows from financing activities:
  Net increases under line of credit                              400,000            775,000
  Reduction (increases) in due from affiliates                    212,259       (    183,313)
  Additions to long term debt, net                                500,000                 -
  Payments on long term debt, net                             (   232,996)      (    283,659)
  Common stock transactions                                        97,265            317,487
                                                              ------------      -------------

      Net cash provided by financing activities                   976,528            625,515
                                                              ------------      -------------

Cash flows used by investing activities:
   Purchases of property, plant, equipment, net
      of funds held in escrow                                 (   541,294)      (    178,966)
                                                              ------------      -------------

     Net cash used by investing activities                    (   541,294)      (    178,966)
                                                              ------------      -------------

  Increase (decrease) in cash prior to effect of
     foreign currency translation adjustment                  (   966,311)           187,539

  Effect of foreign currency translation adjustment on cash         4,121       (     12,021)
                                                              ------------      -------------

Net increase (decrease) in cash                               (   962,190)           175,518

Cash at beginning of period                                       988,106             42,923
                                                              ------------      -------------

Cash at end of period                                         $    25,916       $    218,441
                                                              ============      =============

Supplemental information:
Cash used for payment of interest during period               $   211,473       $    140,942
                                                              ============      =============

Cash used for payment of income taxes during period           $   110,734       $     32,000
                                                              ============      =============

The company had no cash equivalents at June 30, 2005 and 2004





</TABLE>






                                        6


<PAGE>


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

     1. The information contained in this report is unaudited, but reflects all
adjustments that 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 three and six months ended June
30, 2004 have been reclassified to conform with the 2005 presentation.

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 Ocean  Bio-Chem,  Inc. (the "Company,"
`we" or "us") to be materially different from any future results, performance or
achievements  expressed or implied by such forward-looking  statements.  Factors
which may  affect  our  results  include,  but are not  limited  to,  the highly
competitive nature of our industry; reliance on certain key customers;  consumer
demand for marine, recreational vehicle and automotive products; advertising and
promotional  efforts,  and other factors. We will not undertake and specifically
decline 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.

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

Liquidity and Capital Resources

     The primary sources of our liquidity and capital  resources are operations,
short-term  borrowings  under our revolving  line of credit with Regions Bank, a
commercial bank, and other borrowings.

     We renewed our $6 million  working capital line of credit with Regions Bank
on May 25,  2005.  This line of credit is secured by a security  interest in our
accounts  receivable and  inventory.  The line of credit bears interest based on
the 30 day LIBOR  rate plus 275 basis  points  (approximately  5.86% at June 30,
2005) and  matures on May 31,  2006.  The  maximum  amount of credit that can be
extended  under the agreement is $6 million.  Under this line of credit,  we are
required to maintain certain  financial ratios as of each fiscal year end. As of
June 30, 2005, the amount  outstanding  pursuant to the working  capital line of
credit was $4,900,000.

     We  have  obtained  financing  under  two  separate  series  of  industrial
development  revenue bonds from the city of Montgomery,  AL in 1997 and 2002. As
of June 30,  2005,  the  amount  outstanding  under our  industrial  development
revenue  bonds  aggregated  $5,435,000.  The  interest  rate on the  bonds  is a
floating rate and as of June 30, 2005, the interest rate was approximately 2.6%.

     On April 12, 2005 we entered into a financing  obligation with Regions Bank
whereby  they  advanced  us $500,000 to finance  equipment  acquisitions  at our
Kinpak  facility.  Such  obligation is due in monthly  installments of principal
aggregating  $8,333 plus interest at prevailing rates (the initial interest rate
on this obligation was 5.4% per annum) through maturity on April 15, 2010.

     As  disclosed in our Form 10-Q for the quarter  ended March 31,  2005,  our
largest  customer has publicly  announced  their  adoption of a policy to reduce
their overall inventory levels.  The impact of this was reflected in our reduced
sales during the first two quarters of 2005. Our products historically sell well
at the retail  level and we expect that once they reach their  inventory  goals,
our  recurring  sales  levels will  resume.  Our Chairman and CEO has offered to
advance funds to the Company aggregating from $1 million to 1.5 million in order
to bolster  working  capital  during  this,  what we believe to be, a  temporary
period of  adjustment.  We expect this  arrangement  to be effective  during the
upcoming quarter and once finalized appropriate public disclosures will be made.

     As of June 30, 2005,  we do not have any material  commitments  for capital
expenditures,  nor do we have any  other  present  commitment  that is likely to
result in our  liquidity  increasing  or  decreasing  in any  material  way.  In
addition,  except  for our need for  additional  capital  to  finance  inventory
purchases,  we know of no trend,  additional  demand,  event or uncertainty that
will  result  in,  or that is  reasonably  likely to result  in,  our  liquidity
increasing or decreasing in any material way.

                                        7
<PAGE>

Results of Operations For The Three Months Ended June 30, 2005 compared to the
  Three Months ended June 30, 2004

     Net sales decreased 15.8% to approximately $4,587,1000 for the three months
ended June 30, 2005 compared to net sales of  approximately  $5,445,600  for the
three  months  ended  June  30,  2004.   Management   attributes  such  decrease
significantly  to our  largest  customer  adopting  a policy of  reducing  their
inventory  levels coupled with the unusually cold weather in various  regions of
our  country  resulting  in the  consequential  delay  in the  start of the 2005
recreational boating season.

     Cost of goods sold decreased to 71.2 % of net sales during the three months
ended June 30,  2005  compared to 74.4% of net sales in the three  months  ended
June 30,  2004.  The  decrease in the cost of goods is  attributed  in part to a
sales price  increase  passed along to our  customers in response to  increasing
costs in  petroleum  related  products and other raw  materials  and plant labor
costs.

     Selling and  administrative  expenses  increased  approximately  $90,800 or
10.5% in the three months ended June 30, 2005 compared to the same period in the
prior year. Such change was primarily due to increased personnel costs and other
normal recurring increases in operating expenses.

     Advertising and promotion increased  approximately $231,800 or 69.6% in the
three months ended June 30, 2005  compared to the same period in the prior year.
This resulted  primarily from planned  increases in media and co-op  advertising
programs for the current year.

     Interest  expense  increased by $33,900 or 46%  comparing  the three months
ended June 30, 2005 and 2004. This resulted from increasing interest rates and a
new term loan covering equipment acquisitions at our manufacturing facility.

     Our loss from  operations was  approximately  $305,700 for the three months
ended June 30, 2005  compared  to income of  approximately  $121,600  during the
three months ended June 30, 2004.

     Our net loss was approximately $316,200 for the three months ended June 30,
2005 compared to income of $62,200 during the three months ended June 30, 2004.

Six Months Ended June 30, 2005 Compared To The Six Months Ended June 30, 2004

     Net sales  decreased 13.5% to  approximately  $7,682,900 for the six months
ended June 30, 2005  compared  to  approximately  $8,883,100  for the six months
ended June 30, 2004.  Management  attributes such decrease  significantly to our
largest  customer  adopting a policy of reducing their inventory  levels coupled
with the unusually cold weather in various  regions of our country  resulting in
the consequential delay in the start of the 2005 recreational boating season.

     Cost of goods sold increased to 78.2% of net sales for the six months ended
June 30, 2005  compared to 75.9% of net sales for the six months  ended June 30,
2004. This change resulted  principally  during the quarter ended March 31, 2005
and was attributed to increasing  materials costs of petroleum  related products
which are  significantly  consumed  in the  production  of our  products.  In an
attempt to offset the foregoing,  during May 2005, we announced a  substantially
"across the board" sales price  increase to our  customers in the 8% - 10% range
effective  June 1, 2005. The impact of this strategy had a modest impact in this
quarter.  However,  we  expect  that its full  impact  will be  realized  in the
upcoming quarters of 2005 and thereafter.

     Advertising  and promotion  expenses  increased  approximately  $204,000 or
43.6% for the 2005 period when compared to comparable  expenses in the same time
period in the previous year. This resulted  primarily from planned  increases in
media and co-op advertising programs for the current year.

     Selling and administrative  expenses increased by approximately $244,400 or
14.2 % for the six months  ended June 30, 2005  compared to the six months ended
June 30, 2004.  Such change was primarily due to increased  personnel  costs and
other normal recurring increases in operating expenses.

     Interest expense for the 2005 period increased approximately $70,500 or 50%
when  compared  to the  same  six  month  period  of 2004.  This  resulted  from
increasing interest rates and a new term loan covering equipment acquisitions at
our manufacturing facility.

     Our loss  before  income  taxes was  approximately  $1,162,000  for the six
months ended June 30, 2005 compared to approximately $189,900 for the six months
ended June 30, 2004.

                                        8


<PAGE>


     Our estimated benefit from income taxes amounted to approximately  $274,500
for the six months ended June 30,  2005,  and  reflects  available  tax net loss
carry-back  provisions  based on the  interim  operations  of the  Company.  The
comparable  amount for the six  months  ended  June 30,  2004 was  approximately
$46,500.

     As a result of the foregoing,  our net loss from amounted to  approximately
$887,400  for the six  months  ended  June 30,  2005  compared  to a net loss of
approximately $143,400 for the six months ended June 30, 2004.

Item 3.  Quantitative And Qualitative Disclosures About Market Risk

     Market  risk  represents  the risk of loss that may  impact  our  financial
position,  results  of  operations  or cash  flows  due to  adverse  changes  in
financial and  commodity  market  prices and interest  rates.  We are exposed to
market risk in the areas of changes in borrowing  rates in the United States and
changes in foreign  currency  exchange  rates  Historically,  and as of June 30,
2005, we have not used derivative  instruments or engaged in hedging  activities
to minimize market risk.

INTEREST RATE RISK

     As or June 30,  2005,  we had  floating  interest  rates on our  industrial
development  revenue bonds and our credit  facilities.  As of June 30, 2005, the
interest rate on our $ 5,435,000 outstanding balance of industrial revenue bonds
was  approximately  2.6% per annum and the  interest  rate on our line of credit
facility's  outstanding  balance of $4,900,000 as of June 30, 2005  approximated
5.86%,  which is based on the 30 day  LIBOR  rate  plus 275  basis  points.  Our
remaining debt obligations  aggregating  approximately $895,300 bear interest at
rates approximating 6%. We do not expect any changes in interest rates to have a
significant impact on our operations during fiscal 2005.

FOREIGN CURRENCY RISK

     We sell products in Canada, based on the Canadian dollar.  Thereby, we have
exposure  to changes in  exchange  rates.  Changes in the  Canadian  dollar/U.S.
dollar  exchange  rates may  positively or negatively  affect our gross margins,
operating income and retained earnings. We do not believe that near-term changes
in the exchange  rates,  if any, will result in a material  effect on our future
earnings,  fair values or cash flows, and therefore, we have chosen not to enter
into  foreign  currency  hedging  transactions.  We cannot be assured  that this
approach will be successful, especially in the event of a significant and sudden
change in the value of the Canadian dollar.

CONCENTRATION AND CREDIT RISK

     We  maintain  cash  balances  at several  financial  institutions  that are
insured by the Federal Deposit Insurance  Corporation up to $100,000.  At times,
our cash balances may exceed federally  insured limits.  We have not experienced
any losses in such accounts and we believe the risk related to these deposits is
minimal. At June 30, 2005, none of the Company's cash was subject to such risk.

     Financial instruments that potentially subject the Company to concentration
of credit risk  consist  primarily  of  accounts  receivable.  Our five  largest
customers represented  approximately 55%, of consolidated gross revenues for the
years ended December 31, 2004 and 2003; and 77% and 76% of consolidated accounts
receivable  at  December  31,  2004  and  2003,  respectively.  We  have  had  a
longstanding  relationship with each of these entities and have always collected
open receivable balances. However, the loss of any of these customers could have
an adverse impact on our operations.

RAW MATERIAL COMMODITY RISK

     Many of the raw  materials  that we use in the  manufacturing  process  are
commodities  that are  subject  to  fluctuating  prices.  We react to  long-term
increases by passing  along all or a portion of such  increases to our customers
as competitive conditions permit.

Item 4.  Controls And Procedures


     Within 90 days prior to the date of this Quarterly  Report on Form 10-Q, we
carried out an evaluation,  under the supervision and with the  participation of
our  principal  executive  officer  and  principal  financial  officer,  of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based on this  evaluation,  our  principal  executive  officer  and
principal   financial  officer  concluded  that  our  disclosure   controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
required to be included in our periodic SEC reports. It should be noted that the
design of any system of controls is based in part upon certain assumptions about
the likelihood of future  events,  and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions

                                        9
<PAGE>

regardless of how remote. In addition,  we reviewed our internal  controls,  and
there have been no  significant  changes in our  internal  controls  or in other
factors that could significantly affect those controls subsequent to the date of
their last evaluation.


     During the most recent fiscal quarter, there has not occurred any change in
our internal control over financial reporting that has materially  affected,  or
is reasonably likely to materially  affect,  our internal control over financial
reporting.

PART II:  OTHER INFORMATION

Item l -   Legal Proceedings:

     We are not a party to any material litigation presently pending nor, to the
best knowledge of the Company, have any such proceedings been threatened.

Item 2 -   Unregistered Sales of Equity Securities and Use of Proceeds:

     During April 2005, we issued  122,000 shares of Company's  authorized,  but
previously  unissued shares to approximately  twelve employees of the Company as
compensation  in lieu cash payments.  The issuance of the shares was exempt from
registration  under the  Securities  Act of 1933 in  reliance  on  Section  4(2)
promulgated  thereunder as a transaction not involving any public offering.  Our
shareholders ratified this transaction at our June 1, 2005 Annual Meeting.


Item 3 -   Defaults Upon Senior Securities:  Not applicable

Item 4 -   Submission of Matters to Vote of Security Holders:

     On June 1, 2005, at our annual meeting of  shareholders,  seven  directors;
Peter G. Dornau,  Edward Anchel,  Jeffrey J. Tieger, Laz L. Schneider,  James M.
Kolisch, John B. Turner, and Sonia B. Beard were elected,  shareholders ratified
issuances of restricted common stock to certain employees, shareholders ratified
the  modification of certain stock options  previously  granted and shareholders
approved Levi, Cahlin & Company,  Certified Public  Accountants,  as independent
auditors for the year ending December 31, 2005. The tabulation of voting for the
foregoing was as follows:

                                                    For          Against
                                                ---------        --------
       Peter G. Dornau                          4,668,999           1,150
       Edward Anchel                            4,659,104          11,045
       Jeffrey J. Tieger                        4,669,249             900
       Laz L. Schneider                         4,669,249             900
       James M. Kolisch                         4,669,018           1,131
       John B. Turner                           4,670,149              -
       Sonia B. Beard                           4,660,023          10,126


       Ratification of issuances
       of restricted common
       stock                                    2,879,214          24,487

       Ratification of modifications
       to previously issued stock
       options                                  2,877,059          25,842


       Levi, Cahlin and
         Company,  CPA's                        2,818,489           1,778


                           10


<PAGE>

Item 5 -    Other Matters:  Not applicable

Item 6 -    Exhibits:

                 31.1     Certification of CEO pursuant to Section 302 of
                          Sarbanes Oxley Act of 2002

                 31.2     Certification of CFO pursuant to Section 302 of
                          Sarbanes Oxley Act of 2002

                 32.1     Certification of CEO and CFO pursuant to USC Section
                          1350, as adopted pursuant to Section 906 of the
                          Sarbanes-Oxley Act of 2002



                                   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 thereunto duly authorized.


OCEAN BIO-CHEM, INC.

Date: August  12, 2005            /s/ Peter Dornau
                                 ----------------------------------------
                                 Peter G. Dornau
                                 Chairman of the Board and
                                 Chief Executive Officer


                                  /s/ Edward Anchel
                                 ----------------------------------------
                                 Edward Anchel
                                 Chief Financial Officer

































                                       11


<PAGE>



                                                                    EXHIBIT 31.1
                                  CERTIFICATION


     I, Peter Dornau certify that:

     1. I have reviewed this  quarterly  report on Form 10-Q of Ocean  Bio-Chem,
Inc. as of and for the periods ended June 30, 2005;

     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 periods covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;

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

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  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 and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     c) Disclosed in this report any change in the Registrant's internal control
over  financial  reporting  that occurred  during the  Registrant's  most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the Registrant's  internal control over financial  reporting;
and

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,  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  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  Registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the Registrant's  internal control over
financial reporting.

OCEAN BIO-CHEM, INC.

Date: August 12, 2005            /s/ Peter Dornau
                                 ----------------------------------------
                                 Peter G.Dornau
                                 Chairman of the Board of Directors and
                                 Chief Executive Officer




<PAGE>



                                                                    EXHIBIT 31.2
                                  CERTIFICATION

     I, Edward Anchel certify that:

     1. I have reviewed this  quarterly  report on Form 10-Q of Ocean  Bio-Chem,
Inc. as of and for the periods ended June 30, 2005;

     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 periods covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this 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 report;

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

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  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 and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     c) Disclosed in this report any change in the Registrant's internal control
over  financial  reporting  that occurred  during the  Registrant's  most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the Registrant's  internal control over financial  reporting;
and

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,  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  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  Registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the Registrant's  internal control over
financial reporting.


OCEAN BIO-CHEM, INC.

Date:    August 12, 2005         /s/ Edward Anchel
                                 ----------------------------------------
                                 Edward Anchel
                                 Chief Financial Officer






<PAGE>



                                                                    Exhibit 32.1



                                  CERTIFICATION

     Pursuant  to  18U.S.C.Section  1350,  the  undersigned  officers  of  Ocean
Bio-Chem,  Inc. (the  "Company"),  hereby  certify that the Company's  Quarterly
Report on Form 10-Q for the  quarter  ended June 30, 2005 (the  "Report")  fully
complies with the requirements of Section 13(a) or 15(d), as applicable,  of the
Securities Exchange Act of 1934 and that the information contained in the Report
fairly presents,  in all material respects,  the financial condition and results
of operation of the Company.

Dated: August 12, 2005


                                 /s/ Peter Dornau
                                 ----------------------------------------
                                 Peter G. Dornau
                                 Chairman of the Board of Directors and
                                 Chief Executive Officer




                                 /s/ Edward Anchel
                                 ----------------------------------------
                                 Edward Anchel
                                 Chief Financial Officer