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 September 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
          5,849,316 of common stock as of the latest practicable date

           $.01 par value common stock, 10,000,000 shares authorized,
          5,849,316 shares issued and outstanding at September 30, 2005



<PAGE>





                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

                                      INDEX



   Description                                                     Page

Part I:

  Item 1. - Financial Statements:

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

      Consolidated statements of operations for
          the three and nine months ended September 30,
          2005 and 2004                                             4

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

       Consolidated statements of cash flows
          for the nine months ended September 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


                                        2


<PAGE>



                         PART I - Financial Information

 Item l.  Financial Statements

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

                                     ASSETS
                                                                   SEPTEMBER  30,              DECEMBER 31,
                                                                       2005                       2004
                                                                   -------------               ------------
                                                                                               (Unaudited)
<S>                                                                <C>                         <C>
Current assets:
Cash                                                               $     433,729               $    988,106
Trade accounts receivable net of allowances for
  doubtful accounts of approximately $  108,300 and
  $201,000 at September 30, 2005 and December 31,
   2004, respectively                                                  4,238,735                  4,652,144
Inventories                                                            6,904,614                  5,218,431
Prepaid expenses and other current assets                                244,047                    214,492
                                                                   -------------               ------------
    Total current assets                                              11,821,125                 11,073,173
                                                                   -------------               ------------

Property, plant and equipment, net                                     7,419,188                  7,337,600
                                                                   -------------               ------------

Other assets:
Funds held in escrow for equipment                                         1,881                      1,853
Trademarks, trade names and patents, net
  of accumulated amortization                                            330,439                    330,439
Due from affiliated companies, net                                       182,844                    408,476
Deposits and other assets                                                248,195                    246,803
                                                                   -------------               ------------
    Total other assets                                                   763,359                    987,571
                                                                   -------------               ------------

    Total assets                                                   $  20,003,672                $19,398,344
                                                                   =============               ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade                                           $   2,482,180               $  2,251,287
Note payable - bank                                                    5,775,000                  4,500,000
Current portion of long-term debt                                        586,102                    483,112
Accrued expenses and income taxes payable                                207,983                    435,200
                                                                   -------------               -------------
 Total current liabilities                                             9,051,265                  7,669,599
                                                                   -------------               ------------

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

Long-term debt, less current portion                                   5,897,128                  5,580,250
                                                                   -------------               ------------

Shareholders' equity:
Common stock - $.01 par value 10,000,000 shares authorized,
   5,849,316 and 5,417,813 shares issued and outstanding at
   September 30, 2005 and December 31, 2004, respectively                 58,493                     54,178
Additional paid-in capital                                             4,908,615                  4,722,746
Foreign currency translation adjustment                            (     182,566)              (    204,864)
Retained earnings                                                         18,932                  1,324,630
                                                                   --------------              -------------
                                                                       4,803,474                  5,896,690
Less cost of common stock in treasury,
 7,519 shares at September 30, 2005 and
 December 31, 2004, respectively                                   (       8,195)              (      8,195)
                                                                   --------------              -------------
                                                                       4,795,279                  5,888,495
                                                                   --------------              -------------

Total liabilities and shareholders' equity                         $  20,003,672               $ 19,398,344
                                                                   ==============              =============
</TABLE>


                                        3


<PAGE>

<TABLE>
<CAPTION>



                                              FOR THE THREE MONTHS               FOR THE NINE MONTHS
                                                ENDED SEPTEMBER 30,              ENDED SEPTEMBER 30,
                                              2005              2004            2005              2004
                                            ---------         --------        --------           --------


<S>                                        <C>                <C>             <C>               <C>
Gross sales                                $6,574,073         $ 6,513,76      $15,200,391       $16,713,144

Allowances                                    621,242            626,276        1,564,667         1,942,509
                                           ----------         ----------      -----------       ------------

Net sales                                   5,952,831          5,887,488       13,635,724        14,770,635
Cost of goods sold                          4,940,843          4,671,283       10,946,024        11,414,361
                                           ----------         ----------      -----------       ------------

Gross profit                                1,011,988          1,216,205        2,689,700         3,355,274
                                           ----------         ----------      -----------       ------------

Costs and expenses:
Advertising and promotion                     353,620            370,879        1,025,022           838,309
Selling and administrative                    950,143            864,241        2,916,683         2,586,392
Interest expense                              132,989             81,285          344,463           222,227
                                           ----------         ----------      -----------       -----------
    Total cost and expenses                 1,436,752          1,316,405        4,286,168         3,646,928
                                           ----------         ----------      -----------       -----------

Income (loss) from operations              (  424,764)        (  100,200)     ( 1,596,468)      (   290,654)
Interest and other income                       6,510                151           16,270               730
                                           -----------        -----------     ------------      ------------

Income (loss) before income taxes          (  418,254)        (  100,049)     ( 1,541,598)      (   289,924)

Provision (benefit) for income taxes          -               (   16          (   274,500)      (    62,500)
                                           -----------        -----------     ------------      ------------

Net income (loss)                          ($ 418,254)        ($  84,049)     ($1,305,698)      ($  227,424)

Other comprehensive income (loss)
  net of income taxes:

Foreign currency translation
  Adjustment                                   18,177             24,711           22,298       (    12,690)
                                           -----------        -----------     ------------      ------------

Comprehensive income (loss)                ($ 400,077)        $   59,338      ($1,283,400)      ($  214,734)
                                           ===========        ===========     ============      ============

Earnings (loss) per
  common share                             ($     .07)        $      .02      ($      .23)      ($      .04)
                                           ===========        ==========      ============      ============

</TABLE>

     Earnings per share were  calculated on the basis of 5,651,260 and 5,335,816
weighted  average  shares of common  stock  outstanding  for the nine months and
three months ended September 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 NINE MONTHS ENDED
                           SEPTEMBER 30, 2005 AND 2004
                                   (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,
   2005              5,417,813       $54,178       $4,722,746      ($204,864)      $1,324,630       ($8,195)       $5,888,495


Net loss                                                                           (1,305,698)                     (1,305,698)

Common stock
   issuances           431,503         4,315          185,869                                                         190,184

Foreign currency
  translation
  adjustment                                                          22,298                                           22,298
                     ---------       -------       ----------      ----------      -----------      --------       -----------


September 30,
  2005               5,849,316       $58,493       $4,908,615      ($182,566)      $   18,932       ($8,195)       $4,795,279
                     =========       =======       ==========      =========       ==========       ========       ===========




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)
                     ---------       -------       ----------      ----------      -----------      --------       -----------


September 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 NINE MONTHS ENDED SEPTEMBER 30,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                    2005                2004
                                                                                -----------          ------------

<S>                                                                             <C>                  <C>
Cash flow used by operating activities:
Net (loss)                                                                      ($1,305,698)         ($   227,424)

Adjustments to reconcile net loss to net cash utilized
  by operations:
Depreciation and amortization                                                       555,095              545,422
Changes in assets and liabilities:
  Decrease (increase) in accounts receivable                                        413,409          (    543,251)
   (Increase) in inventory                                                      ( 1,686,183)         (  1,168,803)
   (Increase) decrease in prepaid expenses
     and other current assets                                                   (    29,555)               31,422
  (Decrease)  increase in accounts payable,
     accrued expenses and other                                                       2,257             1,493,319
                                                                                ------------         -------------

      Net cash provided (used) by operating activities                          ( 2,050,675)              130,685
                                                                                ------------         -------------

Cash flows from financing activities:
  Net increases under line of credit                                              1,275,000               425,000
  Reduction (increases) in due from affiliates                                      225,632          (    208,077)
  Additions to long term debt, net                                                  800,000                 -
  Payments on long term debt, net                                               (   380,133)         (    390,926)
  Common stock transactions                                                         190,184               317,487
                                                                                ------------         -------------

      Net cash provided by financing activities                                   2,110,683               143,484
                                                                                ------------         -------------

Cash flows used by investing activities:
   Purchases of property, plant, equipment, net
      of funds held in escrow                                                   (   636,683)         (    276,235)
                                                                                ------------         -------------

     Net cash used by investing activities                                      (   636,683)         (    276,235)
                                                                                ------------         -------------

  Increase (decrease) in cash prior to effect of
     foreign currency translation adjustment                                    (   776,675)         (      2,066)

  Effect of foreign currency translation adjustment on cash                          22,298                12,690
                                                                                ------------         -------------

Net increase (decrease) in cash                                                 (   554,377)               10,624

Cash at beginning of period                                                         988,106                49,923
                                                                                ------------         -------------

Cash at end of period                                                           $   433,729          $     53,547
                                                                                ============         =============

Supplemental information:

Cash used for payment of interest during period                                 $   344,463          $    222,227
                                                                                ============         =============

Cash used for payment of income taxes during period                             $   110,734          $     48,000
                                                                                ============         =============

The company had no cash equivalents at September 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 nine  months  ended
September 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  6.4 % at September
30, 2005) and matures on May 31, 2006.  The maximum amount of credit that can be
extended  under the agreement is $6 million ($6.5 million  through  December 31,
2005).  Under this line of credit, we are required to maintain certain financial
ratios as of the end of each fiscal year. As of September  30, 2005,  the amount
outstanding pursuant to the working capital line of credit was $5,775.000.

     We are  obligated  under  two  separate  series of  industrial  development
revenue bonds from the city of Montgomery,  AL in 1997 and 2002. As of September
30, 2005, the amount outstanding under our industrial  development revenue bonds
aggregated $5,320,000. The interest rate on the bonds floats and as of September
30, 2005 it was approximately 3.1%.

     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 approximately $8,300 plus interest at prevailing rates (the interest
rate on this  obligation  at  September  30,  2005 was 6.1% per  annum)  through
maturity on April 15, 2010.

     As of September 30, 2005 and through the date hereof, we did not and 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.

     Our  operations  during the first nine  months of 2005 have been  adversely
impacted by four  significant  challenges;  an increasingly  unstable  commodity
market causing increased cost for petroleum  related products,  the announcement
by our  largest  customer  that they have  adopted  a policy of  reducing  their
inventory levels, our immediate  geographic area sustaining three separate major
hurricanes,  and a decrease in our manufacturing  efficiency resulting in higher
product
                                        7
<PAGE>
costs.  As a result of the foregoing,  we have sustained  material losses during
each of the three  quarters  of the current  year and  anticipate  another  loss
during the fourth quarter. Management has analyzed the foregoing and has adopted
a necessary,  but flexible  strategy to provide the required  working capital to
cover  these  losses,  maintain a pricing  model that more  closely  follows the
commodity  fluctuations  that we are exposed to, and address  those areas of our
operations that can be improved.

     As  disclosed in our Form 10-Q for the quarter  ended March 31,  2005,  our
largest customer, West Marine, has publicly announced their adoption of a policy
to reduce their overall  inventory  levels.  This has resulted in an approximate
$1,652,000  decrease in sales to them  during the first  three  quarters of 2005
compared to 2004.  Moreover,  their  heaviest  purchases  from us have generally
taken place in the fourth  quarter in prior years.  Our sales to them during the
three months ended December 31, 2004 aggregated  approximately $4.5 million.  We
expect that our sales to them during this year's fourth  quarter will fall short
of that amount.  Our products have historically sold well at their retail stores
and they have indicated to us that such is the case during 2005. Accordingly, it
appears that they are  approaching  their  inventory  goals as it relates to our
products and we expect that our historical  recurring  sales levels to them will
resume during 2006.

     Fortunately this season's  hurricanes caused only minimal direct damages to
our  facilities  and  operations,  principally  power  outages  and the  related
down-time.  However, the devastation sustained in the geographic areas that were
impacted were  significant and contributed to a reduction in sales to our retail
and distribution customers both in that region and nationally.  In addition, the
cost of petroleum  related  products,  major components in many of our products,
which were already in an increasing cost spiral, became even more unstable.  The
practical  dynamics  of  our  business  does  not  afford  us the  same  pricing
flexibility available to our supplies,  i.e. a major petroleum supplier tells us
the new price,  however we can not as immediately pass along the increase to our
national  retailers and distributors.  Aside from our previously  reported sales
price increase to our customers,  we have recently announced another sales price
increase  to become  effective  during  the  fourth  quarter  of this  year.  In
addition,  we have alerted  customers who purchase  products,  which are heavily
dependent on this petroleum  related issue,  that we will be more  responsive to
commodity  pricing and they must be  receptive  to  short-term  price  swings or
accept our refusal to ship at previously established pricing.

     Our  Chairman and CEO,  Peter G. Dornau has offered  either  personally  or
through  affiliates  under his  control to  advance  funds  aggregating  from $1
million to $1.5  million to the  Company  in order to  bolster  working  capital
during this, what we believe to be, a temporary, period of adjustment. We expect
that the terms and other  arrangements  under  this  program  will be  finalized
during the upcoming quarter and once finalized  appropriate  public  disclosures
will be made. As of September 30, 2005,  advances under this commitment amounted
to $300,000  and are included in long-term  debt on the  accompanying  financial
statements.  Although  we  contemplate  that the  amount  available  under  this
arrangement  is adequate,  our CEO has indicated a willingness to increase these
levels if required.

     Corporate  management  has enhanced its analysis,  supervision  and overall
involvement with our manufacturing  facility.  We have identified  several areas
that require  improvement and through  increased  on-site  management  presence,
major  personnel  changes,  adoption of certain  strategic  enhancements  to our
manufacturing  process,  and a renewed  commitment  from our team in  Alabama to
strive for improved efficiency and cost savings, we believe that we will achieve
a material reduction in manufacturing cost thereby improving product margins and
operating profits during 2006.

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

     Net sales increased 1.1% to  approximately  $5,952,800 for the three months
ended September 30, 2005 compared to net sales of  approximately  $5,887,500 for
the three months ended September 30, 2004.  Management  attributes such increase
to an enhanced level of ant-freeze  business  during the third quarter which was
partially  offset by the  previously  announced  action of our largest  customer
adopting a policy of reducing their inventory levels.

     Cost of goods sold  increased  to 83% of net sales  during the three months
ended  September  30, 2005  compared  to 79.3% of net sales in the three  months
ended  September  30,  2004.  The  increase  in the cost of goods is  attributed
largely  to the  mix  of  business  during  the  current  quarter.  Although  we
experienced  higher levels of  anti-freeze  product  sales than last year,  such
products  carry lower gross margins than our core marine  products from which we
experienced decreased sales compared to the comparable period in 2004.

     Selling and administrative expenses increased approximately $85,900 or 9.9%
in the three months ended  September 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  decreased  approximately  $17,300 or 4.7% in the
three months ended  September  30, 2005 compared to the same period in the prior
year.  This  resulted  primarily  from  planned  decreases  in media  and  co-op
advertising programs for the current year.

                                       8
<PAGE>
     Interest  expense  increased by $51,700 or 63.6% comparing the three months
ended September 30, 2005 and 2004. This resulted from increasing  interest rates
and higher  levels of  borrowing  under our working  capital  line of credit and
other borrowings.

     Our loss from  operations was  approximately  $424,800 for the three months
ended September 30, 2005 compared to income of approximately $100,200 during the
three months ended September 30, 2004.

     Our net loss  was  approximately  $  418,300  for the  three  months  ended
September 30, 2005 compared to loss of  approximately  $84,000  during the three
months ended September 30, 2004.

     Results of Operations for the Nine Months Ended September 30, 2005 Compared
To The Nine Months Ended September 30, 2004

     Net sales decreased 7.7% to  approximately  $13,635,700 for the nine months
ended  September 30, 2005  compared to  approximately  $14,770,600  for the nine
months  ended   September  30,  2004.   Management   attributes   such  decrease
significantly  to our  largest  customer  adopting  a policy of  reducing  their
inventory  levels,  the  unusually  cold weather  earlier in the year in various
regions  of  our  country  resulting  in a  delay  in  the  start  of  the  2005
recreational boating season, and the hurricanes experienced during the third and
fourth quarters of this year.

     Cost of goods  sold  decreased  to 19.7% of net sales  for the nine  months
ended  September  30,  2005  compared  to 22.3% of net sales for the nine months
ended  September  30, 2004.  Such  improvement  is attributed to the sales price
increases passed along to customers during the second quarter of 2005.

     Advertising  and promotion  expenses  increased  approximately  $186,700 or
22.2% 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,  principally  during
the first and second quarters

     Selling and administrative  expenses increased by approximately $330,300 or
12.8% for the nine months ended  September  30, 2005 compared to the nine months
ended September 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 $122,200 or 55
% when  compared  to the same nine  month  period of 2004.  This  resulted  from
increasing  interest  rates and higher  levels of  borrowing  under our  working
capital line of credit and other borrowings.

     Our loss before  income  taxes was  approximately  $1,580,200  for the nine
months ended September 30, 2005 compared to approximately  $289,900 for the nine
months ended September 30, 2004.

     Our estimated benefit from income taxes amounted to approximately  $274,500
for the nine months ended  September  30, 2005,  and reflects  available tax net
loss carry-back  provisions based on the interim operations of the Company.  The
comparable amount for the nine months ended September 30, 2004 was approximately
$62,500.

     As a result  of the  foregoing,  our net  loss  amounted  to  approximately
$1,305,700  for the nine months ended  September 30, 2005 compared to a net loss
of approximately $227,400 for the nine months ended September 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 September 30,
2005, we have not used derivative  instruments or engaged in hedging  activities
to minimize market risk.

INTEREST RATE RISK

     As or September 30, 2005, we had floating  interest rates on our industrial
development revenue bonds and other credit facilities. As of September 30, 2005,
the interest rate on our $5,320,000  outstanding  balance of industrial  revenue
bonds was  approximately  3.1% per annum  and the  interest  rate on our line of
credit  facility's  outstanding  balance of  $5,775,000 as of September 30, 2005
approximated  6.4%,  which is  based on the 30 day  LIBOR  rate  plus 275  basis
points. Our remaining debt obligations aggregating approximately $1,163,200 bear
interest at rates  approximating  6.2%. We do not expect any changes in interest
rates to have a significant impact on our operations during fiscal 2005.

                                        9
<PAGE>
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 September 30, 2005, approximately $193,000 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. Most notable in this regard
are petroleum and its derivatives which are heavily used in our product line. 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 conditions in the
future ,  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 August 2005, we issued  159,500  shares of the our  authorized,  but
previously  unissued  shares  of  common  stock  to  approximately  seven of our
employees upon their  respective  exercises of previously  issued stock options.
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.

Item 3 -   Defaults Upon Senior Securities:  Not applicable

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

                                       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: November 14, 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 September 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:    November  14, 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 September 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:    November 14, 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  September  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: November 14, 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