U.S. 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, 2009

                                       OR

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

               For the transition period from ________ to ________

                         Commission file number 0-11102

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

                               Florida 59-1564329
      (State or other jurisdiction (I.R.S. Employer Identification Number)
                        of incorporation or organization)

              4041 SW 47 Avenue, Ft. Lauderdale, Florida 33314-4023
                    (Address of principal executive offices)

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].

     Indicate by check mark whether the registrant has submitted  electronically
and  posted on its  corporate  Web site,  if any,  every  Interactive  Data File
required  to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T
during the preceding 12 months (or such shorter  period that the  registrant has
been required to submit and post such files). Yes [X] No [ ].

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated  filer, or a non-accelerated  file. See definition of accelerated
filer and large  accelerated  filer in Rule 12b-2 of the  Exchange  Act.  (Check
one):

Large accelerated filer   [ ]         Accelerated filer                  [ ]
Non-accelerated filer     [ ]         Smaller reporting company          [x]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No.[X]

     The number of shares of the  Registrant's  common stock  outstanding  as of
November 11, 2009, was 7,702,313.
<PAGE>

                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                                      INDEX


  Description                                                               Page
  -----------                                                               ----
     Part I - Financial Information:

     Item 1.- Financial Statements:

     Condensed  consolidated balance sheets as of September 30, 2009
       and December 31, 2008                                                 3

     Condensed  consolidated  statements of operations for the
       three months and nine months periods ended September 30,
       2009 and 2008                                                         4

     Condensed  consolidated  statements  of cash flows for the
       nine months ended September 30, 2009 and 2008                         5

     Notes to condensed consolidated financial statements                   6-12

     Item 2. - Management's  Discussion and Analysis of Financial
       Condition and Results of Operations                                 12-15

     Item 3 - Quantitative and Qualitative Disclosures about Market Risk     15

     Item 4 - Controls and Procedures                                        15

     Part II - Other Information:

     Item 1. - Legal Proceedings                                             15

     Item 1A. - Risk Factors                                                 15

     Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds   15

     Item 3. - Defaults upon Senior Securities                               15

     Item 4. - Submission of Matters to a Vote by Security Holders           15

     Item 5. - Other Matters                                                 15

     Item 6. - List of Exhibits                                              15

     Signatures                                                              16

     Certifications                                                        17-19

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

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

                                                                  SEPTEMBER 30, 2009      DECEMBER 31, 2008
                                                                  ------------------      -----------------
                                                                      (UNAUDITED)
                             ASSETS
<S>                                                                   <C>                  <C>
Current Assets:
Cash                                                                  $    416,957         $    527,056
Trade accounts receivable net of allowance for doubtful
accounts of approximately $259,000 and $117,600 at September 30,
2009 and December 31, 2008 respectively                                  4,739,688            1,966,223
Inventories, net                                                         7,185,668            6,564,909
Prepaid expenses and other current assets                                  440,384              365,982
                                                                      -------------        ------------

Total current assets                                                    12,782,697            9,424,170
                                                                      -------------        ------------

Property, plant and equipment, net                                       5,511,874           5,780,395
                                                                      -------------        ------------
Other assets:
Trademarks, trade names and patents, net
of accumulated amortization                                                330,439              330,439
Due from affiliated companies, net                                          59,981              910,553
Deposits and other assets                                                  160,097              184,628
                                                                      -------------        ------------

Total Other Assets                                                         550,517            1,425,620
                                                                      -------------        ------------

Total Assets                                                          $ 18,845,088         $ 16,630,185
                                                                      =============        ============

              LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Accounts payable - trade                                              $  2,404,352         $    894,193
Notes payable - bank                                                     2,000,000            2,800,000
Current portion of long term debt                                          540,718              584,537
Accrued expenses payable                                                 1,735,393              883,354
                                                                      -------------        ------------


Total Current Liabilities                                                6,680,463           5,162,084
                                                                      -------------        ------------

Long term debt, less current portion                                     3,056,163            3,434,491
                                                                      -------------        ------------

Commitments and contingencies                                                  -                    -

Shareholders' Equity:
Common stock - $.01 par value, 10,000,000 shares authorized;
8,053,816 and 7,886,816 shares issued and outstanding at
September 30, 2009 and December 31, 2008, respectively                      80,538               78,868
Additional paid in capital                                               8,169,466            7,928,269
Less cost of common stock in treasury, 351,503 shares
  at September 30, 2009 and December 31, 2008, respectively           (    288,013)        (    288,013)
Foreign currency translation adjustment                               (    278,918)        (    280,123)
Retained earnings                                                        1,425,389               594,609
                                                                      -------------        -------------
Total Shareholders' Equity                                               9,108,462             8,033,610
                                                                      -------------        -------------

Total Liabilities and Shareholders' Equity                            $ 18,845,088         $  16,630,185
                                                                      =============        =============



The accompanying notes are an integral  part  of these unaudited condensed consolidated financial statements.

</TABLE>

                                       3
<PAGE>
                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                   FOR THE THREE MONTHS              FOR THE NINE MONTHS
                                                   ENDED SEPTEMBER 30,               ENDED SEPTEMBER 30,

                                                  2009             2008             2009             2008
                                             ------------     ------------    -------------    -------------

<S>                                          <C>              <C>             <C>              <C>
Gross Sales                                  $  9,629,794     $ 8,911,090      $19,940,251     $ 18,096,830

Discounts, returns and allowances                 723,942         690,082        1,209,047        1,139,896
                                             ------------     ------------    -------------    -------------

Net sales                                       8,905,852       8,221,008       18,731,204       16,956,934

Cost of goods sold                              6,186,477       5,905,666       12,597,488       12,065,447
                                             ------------     ------------    -------------    -------------

Gross profit                                    2,719,375       2,315,342        6,133,716        4,891,487
                                             ------------     ------------    -------------    -------------
Expenses:
Advertising and promotion                         380,276         409,365        1,278,689        1,079,435
Selling and administrative                      1,406,472         877,022        3,250,775        2,953,747
Interest expense                                   41,463          71,949          169,694          231,882
                                             ------------     ------------    -------------    -------------

Total operating expenses                        1,828,211       1,358,336        4,699,158        4,265,064
                                             ------------     ------------    -------------    -------------

Operating income                                  891,164         957,006        1,434,558          626,423

Other income                                       12,134         10,846            23,705           21,932
                                             ------------     ------------    -------------    -------------

Income before Income Taxes                        903,298         967,852        1,458,263          648,355

Income Taxes                                      331,805         366,493          627,483          271,000
                                             ------------     ------------    -------------    -------------

Net income                                        571,493         601,359          830,780          377,355

Other comprehensive income (loss), net of taxes

Foreign currency translation adjustment             1,558     (     2,365)           1,205     (     66,155)
                                             ------------     ------------    -------------    -------------

Comprehensive income                         $    573,051       $ 598,994        $ 831,985     $    311,200
                                             ============     ============    =============    =============


Income per common share - basic                    $ 0.07          $ 0.08           $ 0.11           $ 0.05
                                             ============     ============    =============    =============

Income per common share - diluted                  $ 0.07          $ 0.07           $ 0.11           $ 0.05
                                             ============     ============    =============    =============

Weighted average shares - basic                 7,704,813       7,886,816        7,665,757        7,876,816
                                             ============     ============    =============    =============

Weighted average shares - diluted               7,777,101       8,051,744        7,682,452        8,177,452
                                             ============     ============    =============    =============


The accompanying notes are an integral  part  of these unaudited condensed  consolidated financial statements.

</TABLE>

                                       4
<PAGE>
                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                               2009              2008
Cash flows from operating activities:

<S>                                                                        <C>                 <C>
Net income                                                                 $     830,780       $    377,355
Adjustment to reconcile net income
to net cash provided by (used in) operations:

Depreciation and amortization                                                    535,297            590,954
Stock based compensation                                                         244,917            107,138
Other operating non-cash items                                                   297,922             83,779

Changes in assets and liabilities:

Accounts receivable                                                        (   2,926,678)      (  1,724,507)
Inventory                                                                  (     765,983)      (    968,484)
Deposits and other assets                                                         24,531            109,956
Prepaid expenses                                                           (      74,402)      (    122,649)
Accounts payable and other accrued liabilities                                 2,360,148          1,310,780
                                                                           -------------       ------------

Net cash provided by (used in) operating activities                              526,532       (    235,678)
                                                                           -------------       ------------

Cash flows from investing activities:

Purchases of property, plant and equipment                                 (     266,776)      (    230,444)
                                                                           -------------       ------------

Net cash used in investing activities                                      (     266,776)      (    230,444)
                                                                           -------------       ------------

Cash flows from financing activities:

Borrowings (repayment) line of credit, net                                 (     800,000)           900,000
Amounts due from (repaid to) affiliates                                          850,572       (    220,721)
Principal payments - Long-term debt                                        (     422,147)      (    429,336)
                                                                           -------------       ------------

Net cash provided by (used in) financing activities                        (     371,575)           249,943

                                                                           -------------       ------------
Change in cash prior to effect of exchange rate                            (     111,819)      (    216,179)

Effect of exchange rate on cash                                                    1,720                401
                                                                           -------------       ------------
Net decrease in cash                                                       (     110,099)      (    215,778)

Cash at beginning of period                                                      527,056            750,901
                                                                           -------------       ------------
Cash at end of period                                                      $     416,957       $    535,123
                                                                           =============       ============


Supplemental disclosure of cash transactions:
Cash paid for interest during period                                       $     169,694       $    231,882
                                                                           =============       ============

Cash paid for income taxes during period                                   $     364,000       $     40,919
                                                                           =============       ============




The company had no cash equivalents at September 30, 2009 and 2008

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

</TABLE>




                                       5
<PAGE>


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


     1. SUMMARY OF ACCOUNTING POLICIES

     Interim Reporting

     The accompanying  unaudited  consolidated  financial statements include the
accounts of Ocean  Bio-Chem,  Inc. and its  subsidiaries  ("the  Company").  All
significant  inter-company  transactions and balances have been eliminated.  The
unaudited  consolidated  financial  statements  have been prepared in conformity
with Article 8 of Regulation S-X of the Securities and Exchange  Commission and,
therefore,  do not include  information  or footnotes  necessary  for a complete
presentation  of financial  position,  results of  operations  and cash flows in
conformity with accounting principles generally accepted in the United States of
America.  However,  all adjustments  (consisting of normal  recurring  accruals)
that, in the opinion of management, are necessary for a fair presentation of the
financial statements have been included.

     Operating  results  for  the  period  ended  September  30,  2009  are  not
necessarily  indicative  of the results  that may be expected  for the full year
ending December 31, 2009 due to seasonal fluctuations in the Company's business,
changes in economic conditions and other factors.

     For  further  information,  please  refer  to  the  Consolidated  Financial
Statements  and Notes thereto  contained in the Company's  Annual Report on Form
10-K for the year ended December 31, 2008.

     Use of estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted accounting principles requires management to make estimates that affect
the reported amount of assets,  liabilities,  revenues,  and expenses during the
reporting period. Actual results could differ from those estimates.

     Reclassifications

     Certain items in the accompanying consolidated financial statements for the
year 2008 that had an immaterial amount may have been reclassified to conform to
the 2009 presentation.

     Revenue recognition

     Revenue from product sales is  recognized  when  persuasive  evidence of an
arrangement exists,  delivery to customer has occurred, the sales price is fixed
and determinable,  and collectability of the related receivable is probable. For
customers for whom the Company manages the inventory, at their location, revenue
is  recognized  when the products are sold to a third party.  Reported net sales
are net of customer  prompt pay discounts,  contractual  allowances,  authorized
customer  returns,  consumer  rebates,  and other allowable  deductions from our
invoices.  Cooperative advertising deductions, based on our customers' promotion
of our  products  is  recognized  as an  advertising  cost and  charged  against
operations as an operating expense.  The Company follows the policy of reporting
sales  taxes as a net amount - receipt  and  payments  recorded  in a  liability
account.

     Collectability of accounts receivable

     Included in the  consolidated  balance  sheets as of September 30, 2009 and
December 31, 2008 are allowances for doubtful accounts aggregating approximately
$259,000 and  $117,600,  respectively.  Such  amounts are based on  management's
estimates of the creditworthiness of its customers,  current economic conditions
and other historical information.  Consolidated bad debt expense charged against
operations  for the nine months  periods  ended  September  30,  2009,  and 2008
aggregated  approximately  a net expense of $153,200  and a net credit of $2,000
respectively.  At September 30, 2009 the Company had a concentration of accounts
receivable  with  two  customers  totaling  52% of  total  outstanding  accounts
receivable.

     The recession is expected to increase the  Company's  risk related to sales
and  collection  of  accounts  receivable.  At the time of this  filing  we have
incurred,  in 2009, one  significant  customer  filing for bankruptcy  (Boater's
World),  representing  a maximum risk of loss on  unrecoverable  receivables  of
approximately  $210,000 in total, from which approximately $144,000 was reserved
at September 30, 2009. We do not know yet and cannot  predict if we will be able
to collect accounts  receivable with more or less difficulty than in the past in
our business.  The Company's Management understands that the economic conditions
in the industry may result in additional difficulties for our customers,  but is
unable to qualify this risk at this time.
                                       6
<PAGE>
     Cost of goods sold/selling, general and administrative expenses

     Cost of  goods  sold  includes  all of the  direct  and  indirect  costs of
manufacturing our products.  Included therein specifically are warehousing costs
of both raw and finished  materials,  in-bound  freight,  out-bound  freight (in
those  instances  that  we  absorb  such  costs),  purchasing,   receiving,  and
inspection  costs.  Other costs of the  distribution  network are  reflected  in
Selling,  General,  and  Administrative  expenses.  Also  included  therein  are
managerial and clerical wages and related  expenses,  office and  administrative
occupancy  costs,  taxes,  professional  fees,  insurance  coverage's  and other
related expenses.

     Inventories

     Inventories  are comprised of raw materials,  work-in  process and finished
goods and are stated at the lower of cost or market.  Cost is  determined by the
first-in,  first-out  method.  At  September  30, 2009 and  December  31,  2008,
approximately   $322,400   and  $231,200   respectively   is  reflected  in  the
accompanying   consolidated  financial  statements  as  a  reserve  for  excess,
obsolete, slow moving and shrinkage inventory adjustments.

     Share Based Compensation

     The Company measures and recognizes  compensation  cost for all share-based
payment  awards made to employees and directors  based on estimated fair values.
The impact of forfeitures  that may occur prior to vesting is also estimated and
considered  in the amount  recognized.  In December  2007,  the  Securities  and
Exchange  Commission (SEC) issued Staff Accounting  Bulletin (SAB) No. 110. This
guidance allows  companies,  in certain  circumstances,  to utilize a simplified
method in determining the expected term of stock option grants when  calculating
the compensation  expense to be recorded under Statement of Financial Accounting
Standards (SFAS) No. 123(R),  Share-Based  Payment. The simplified method can be
used  after  December  31,  2007  only  if a  company's  stock  option  exercise
experience  does not  provide a  reasonable  basis  upon which to  estimate  the
expected  option  term.  Through  2008,  we utilized  the  simplified  method to
determine  the  expected  option  term,  based  upon the  vesting  and  original
contractual terms of the option. During 2009, we continued to use the simplified
method in accordance with SAB No. 110.

     2. SUMMARY OF SIGNIFICANT  ACCOUNTING  PRONOUNCEMENTS THAT BECAME EFFECTIVE
IN 2009

     In May 2009, the Financial  Accounting  Standard  Board revised  accounting
standards to establish  general  standards of accounting  for and  disclosure of
events that occur after the balance sheet date but before  financial  statements
are issued or are available to be issued.  These revised  standards  require the
disclosure of the date through which  subsequent  events have been evaluated and
whether  that  date is the date the  financial  statements  were  issued or were
available to be issued.  The Company  adopted the  provisions  of these  revised
standards during the second quarter of 2009. The adoption did not have an impact
on the Company's  statements  of operations or statement of financial  position.
The Company has evaluated all subsequent  events that occurred  through November
11, 2009, the date the financial statements were issued.

     In  June 2009,   FASB  issued  FASB   Accounting   Standards   Codification
("Codification").  The  Codification  will  become  the  single  source  for all
authoritative  Generally Accepted  Accounting  Principles ("GAAP") recognized by
FASB to be applied for  financial  statements  issued for periods  ending  after
September 15,  2009. The Codification  does not change GAAP and will not have an
effect on the Company's financial position or results of operations. The Company
adopted  this   accounting   standard  during  the  three  month  period  ending
September 30, 2009.

     3. RECENT ACCOUNTING PRONOUNCEMENTS

     The  Company has  reviewed  all  recently  issued,  but not yet  effective,
accounting  pronouncements  and does not believe the future adoption of any such
pronouncements  will cause a material  impact on its financial  condition or the
results of its operations.

     4. INVENTORIES

     Inventories are comprised of raw materials and finished goods and stated at
the lower of cost or  market.  Cost is  determined  by the  first-in,  first-out
method.  The  composition  of inventories at September 30, 2009 and December 31,
2008 are as follows:

                                           2009              2008
                                           ----              ----
     Raw materials                      $3,696,378       $3,254,212
     Finished goods                      3,811,709        3,541,908
                                       ------------      -----------
                                         7,508,087        6,796,120
     Less Inventory Reserve            (   322,419)      (  231,211)
                                       ------------      -----------
     Inventory - net                    $7,185,668       $6,564,909
                                        ===========      ===========
                                        7
<PAGE>
     At September 30, 2009 and December 31, 2008,  inventory  reserves  included
approximately  $322,400 and $231,200 reserve for excess,  obsolete,  slow moving
and shrinkage inventory adjustments.

     5. PROPERTY, PLANT & EQUIPMENT

     The Company's property,  plant, and equipment consisted of the following at
September 30, 2009 and December 31, 2008:
<TABLE>
<CAPTION>
                                                   Estimated
                                                   Useful Life-
                                                      Years          2009           2008
                                                 -------------  ----------    ------------
<S>                                                             <C>           <C>
Land                                                   N/A      $  278,325    $   278,325
Building                                                30       4,396,410      4,389,154
Manufacturing and warehouse equipment                 6-20       6,790,478      6,592,558
Office equipment and furniture                         3-5         537,786        525,734
Leasehold Improvements                                10-15        122,644        122,644
Construction in process                                N/A          83,454         71,929
                                                               -----------    ------------
                                                                12,209,097     11,980,344
Less Accumulated depreciation                                    6,697,223      6,199,949
                                                               -----------    ------------
Total property, plant and equipment - net                      $ 5,511,874    $ 5,780,395
                                                               ===========    ============
</TABLE>
     6. NOTES PAYABLE TO BANK

     The primary  sources of our liquidity  are our  operations  and  short-term
borrowings from Regions Bank pursuant to a revolving line of credit  aggregating
$6 million.  During 2002,  the Company  secured this  revolving  line of credit,
which  provides  a maximum  of $6  million  financing  of  working  capital,  in
connection  with the financing for the expansion of our facility in  Montgomery,
AL.  The line  carried  interest  based on the 30 day LIBOR  rate plus 275 basis
points payable monthly, and is collateralized by the Company's inventory,  trade
receivables, and intangible assets.

     This  financing  matured on May 31, 2008,  and was renewed for three years.
Such line  matures  May 31,  2011,  bears  interest at the 30 Day LIBOR plus 250
basis points  (approximately  2.7% at September  30, 2009) and is secured by our
trade  receivables,  inventory,  and  intangible  assets.  The terms,  including
required  financial  covenants  relating to maintaining  minimum working capital
levels,  maintaining stipulated debt to tangible net worth, and adhering to debt
coverage ratios, and collaterals were substantially  unchanged.  We are required
to maintain a minimum  working  capital of $1.5 million and meet  certain  other
financial covenants during the term of the agreement.  At September 30, 2009 the
Company was in compliance with its debt covenants.  As of September 30, 2009, we
were obligated under this arrangement in the amount of $2,000,000.

     7. LONG-TERM DEBT

     In connection with the purchase and expansion of the Alabama facility,  the
Company  secured  financing with Industrial  Development  Bonds during 1997. The
proceeds  were  utilized  for both the  repayment  of certain  advances  used to
purchase the Alabama  facility and to expand such facility for our future needs.
During July 2002, we completed a second  Industrial  Development  Bond financing
aggregating  $3.5 million through the City of Montgomery,  AL. Such  transaction
funded an approximate 70,000 square foot addition to the manufacturing  facility
as well as the remaining  machinery and equipment  additions  required  therein.
This project was  substantially  completed  during 2003.  Both bear  interest at
tax-free  rates that adjust  weekly.  The bonds were  tendered in early 2009 and
currently bear interest at current market rates.  Principal and accrued interest
retiring the underlying bonds are payable  quarterly through March 2012 and July
2017 for the 1997 and 2002 series, respectively. At September 30, 2009, $850,000
and  $2,630,000  were  outstanding  attributable  to the 1997  and 2002  series,
respectively.  During the nine months ended  September 30, 2009  interest  rates
ranged between 3.3% and 5.3%.

     Repayment of the bonds is guaranteed by a substitute  irrevocable letter of
credit  for the 1997  bonds and an  irrevocable  letter  of credit  for the 2002
bonds,  both issued by Regions Bank,  the  Company's  primary  commercial  bank.
Security  for the Letters of Credit is a priority  first  mortgage on the Kinpak
facility and collateral on Kinpak manufacturing equipment. Under such letters of
credit agreements maturing on July 31, 2010, renewable annually, we are required
to maintain a stipulated level of working capital,  a designated maximum debt to
tangible ratio, and a required debt service coverage ratio. The Company has been
in compliance  with its debt  covenants  since the  origination  of such standby
letters of credit.  On February 10, 2009 the Company received  notification that
its City of Montgomery,  AL Series 1997 and Series 2002 Industrial Revenue Bonds
with an approximate  balance of $1,105,000 and  $2,720,000,  respectively,  were
tendered by various bondholders.  At September 30, 2009, $850,000 and $2,630,000
were outstanding,  respectively. There has been no default on these bonds by the
Company.  It is the  understanding  of the Company  that due to the tight credit
markets,  these  bonds were  tendered.  As a result the  Company is  temporarily
obligated  to its  primary  commercial  bank  until the credit  market  improves
sufficiently to remarket these bonds. The interest rate on the loans during this
period was prime rate or approximately 3.3% at September 30, 2009.
                                       8
<PAGE>
     Interest  expense  on such  long  term  debt  for the  nine  months  ending
September 30, 2009  was approximately  $116,000.  Principal and accrued interest
retiring the underlying bonds are payable  quarterly through March 2012 and July
2017 for the 1997 and 2002 series, respectively.

     During 2009, the Company's  subsidiary Kinpak Inc., was obligated  pursuant
to various capital lease agreements covering equipment utilized in the Company's
Alabama plant. Such obligations,  aggregating approximately $41,000 at September
30, 2009, have varying  maturities through 2012 and carry interest rates ranging
from 7% to 12%.

     On April 12, 2005 the Company  entered  into a  financing  obligation  with
Regions Bank whereby the bank advanced the Company $500,000 to finance equipment
acquisitions  at  the  Kinpak  facility.  Such  obligation  is  due  in  monthly
installments of principal  aggregating  approximately $8,300 plus interest.  The
outstanding  balance on this obligation at September 30, 2009 was  approximately
$58,400.  Interest rate is calculated at LIBOR plus 2.5% per annum, respectively
2.7% at  September  30, 2009,  through the maturity on April 15, 2010.  Interest
incurred  for  the  nine  months   period  ended  on  September   30,  2009  was
approximately $2,000.

     The composition of these obligations at September 30, 2009 and December 31,
2008 were as follows:
<TABLE>
<CAPTION>

                                          Current Portion              Long Term Portion
                                        2009          2008            2009           2008
                                      ----            ----            ----           ----
<S>                                  <C>            <C>            <C>            <C>
Industrial Development Bonds         $460,000       $460,000       $3,020,000     $3,365,000
Notes payable                          58,351         99,996              -           33,352
Capitalized equipment leases           22,367         24,541           36,163         36,139
                                     --------       --------       ----------     ----------
                                     $540,718       $584,537       $3,056,163     $3,434,491
                                     ========       ========       ==========     ==========
</TABLE>

     Required  principal payment  obligations  attributable to the foregoing are
tabulated below:

Twelve month period ending September 30,

         2010                   $ 540,718
         2011                     478,234
         2012                     465,004
         2013                     442,925
         2014                     440,000
         Thereafter             1,230,000
                               ----------
         Total                 $3,596,881
                               ==========


     8. RELATED PARTY TRANSACTIONS

     At  September  30,  2009 and  December  31,  2008,  the Company had amounts
receivable  from and  payable to  affiliated  companies,  which are  directly or
beneficially  owned by the  Company's  president,  aggregating  a receivable  of
approximately $60,000 and $910,600 respectively.  Such amounts result from sales
and transfers to the  affiliates,  as well as  allocations  of  management  fees
incurred by the Company on the affiliates' behalf, and funds advanced to or from
the Company.

     Sales to such  affiliates  were sold at cost of  material  and labor plus a
profit  covering  manufacturing  overhead  costs.  The  sales and  transfers  to
affiliates aggregated approximately $754,900 and $680,000 during the nine months
ended  September  30, 2009 and 2008,  and  $153,600  and  $202,000 for the three
months  ended  September  30,  2009 and 2008,  respectively.  In  addition,  the
affiliates are charged for their allocable share of  administrative  expenses of
the Company.  Allocable  administrative  fees  aggregated  $175,000 for the nine
months period ended September 30, 2009.

     Such transactions were made in the ordinary course of business but were not
made on  substantially  the same terms and conditions as those prevailing at the
same time for comparable transactions with other customers.  These related party
sales are for  distribution  in markets that the Company does not normally  sell
into,  and  serves  to  increase  volume  and  absorption  of  overhead  in  our
manufacturing facility.  Management believes that the sales transactions did not
involve more than normal credit risk or present other unfavorable features.

     A subsidiary of ours currently uses the services of an entity that is owned
by our  president  to conduct  product  research  and  development.  Such entity
received  $22,500  during the nine months  periods ended  September 30, 2009 and
2008 under such relationship.

     Mr.  Kolisch,  a Director of the  Company,  sources  most of the  Company's
insurance needs at an arm's length competitive basis.
                                       9
<PAGE>
     9. COMMITMENTS

     On May 1, 2008,  the Company  renewed for ten years the existing  lease for
approximately  12,700  square feet of office and  warehouse  facilities  in Fort
Lauderdale,  Florida  from an entity  owned by certain  officers of the Company,
with unchanged conditions.  The lease still requires a minimum rental of $94,800
plus applicable  taxes for the first year and provides for a maximum 2% increase
annually  on the  lease  throughout  the term.  Additionally,  the  landlord  is
entitled to reimbursement of all taxes, assessments, and any other expenses that
arise from  ownership.  The landlord  reserves the right under the  agreement to
review  the  terms of the lease at 3, 6, and 9 year  intervals  in order to make
modifications for market conditions. Total rent charged to operations during the
nine months period ended September 30, 2009, and 2008 amounted to  approximately
$90,900 and $80,400 respectively.

     The following is a schedule of minimum future rentals on the non-cancelable
operating lease:

Twelve month period ending September 30,

         2010                   $103,352
         2011                    105,419
         2012                    107,527
         2013                    109,678
         2014                    111,871
         Thereafter              419,273
                                --------
                                $957,120
                                ========

     10. EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                                    Three months                               Nine months
                                                 ended September 30,                        ended September 30,
                                                    --------------                            --------------
                                               2009               2008                  2009              2008
                                               ----               ----                  ----              ----
<S>                                          <C>               <C>                    <C>               <C>
Weighted-average common
  shares outstanding                         7,704,813         7,886,816             7,665,757          7,876,816
Dilutive effect of stock plans,
  other options & conversion rights             72,288           164,928                16,695            300,636
                                             ---------         ---------             ---------          ---------
Diluted weighted-average shares
  outstanding                                7,777,101         8,051,744              7,682,452         8,177,452
                                             =========         =========              =========         =========
</TABLE>

     11. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     Incentive Stock Options (ISO's):

     Stock options are granted annually to selective executives,  key employees,
directors and others pursuant to the terms of the Company's  various plans. Such
grants are made at the discretion of the Board of Directors.  Qualified  options
typically  have a five-year  life with  vesting  occurring  at 20% per year on a
cumulative basis with forfeiture at the end of the option, if not exercised.

     Non-Qualified (NQ's) Common Stock Options Awards as Compensation:

     On January 11, 2009 the Company's outside directors,  received compensation
in the  form of  non-qualified  common  stock  options.  Each  outside  director
received 10,000 non-qualified common stock options which vest immediately, for a
total of 50,000 non-qualified  options. Non qualified options granted to outside
Directors have a 10 year life and are immediately exercisable.

     Non Plan Stock Options:

     The Board of Directors  granted 115,000 stock options of the  Corporation's
common stock,  pursuant to the Corporation' s Non Plan - Incentive Stock Options
to Peter Dornau,  the Company's CEO, priced at the closing market bid price plus
10%.  At the date of grant,  March 25,  2009,  the shares had a market  value of
$0.50  each.  Mr.  Dornau's  grant was at market  price  plus 10% or $0.55,  and
vesting immediately upon issue of options.

     The fair value of each option grant was estimated  using the  Black-Scholes
option pricing model with the following assumptions: risk free rate ranging from
1.1% to 1.7%, no dividend yield for all years, expected life from three years to
five years and volatility of  approximately  97%.  Compensation  cost recognized
during the nine months  period ended  September 30, 2009  attributable  to stock
options amounted to approximately $157,600.  Compensation costs to be recognized
over  2009 is  approximately  $25,500.  As of  September  30,  2009,  there  was
approximately  $284,000 of  unrecognized  compensation  cost related to unvested
share  based  compensation  arrangements.  That  cost  will be  charged  against
operations as the respective options vest through December, 2013.
                                       10
<PAGE>
     The number of options  outstanding  and the number of shares  available for
grant under each Stock Options qualified and non-qualified  plan options,  as of
September 30, 2009, is presented below:

<TABLE>
<CAPTION>
<S>               <C>                      <C>
                                           Options Available
Plan              Options Outstanding         for Grant
----------         ---------------         --------------
 NON-PLAN:          115,000 shares           N/A
 1994 PLAN          129,500 shares           None
 2002 PLAN          118,000 shares           None
 2007 PLAN          326,500 shares          73,500 shares
 2008 PLAN          159,500 shares         240,500 shares
 2002 PLAN NQ       185,000 shares          15,000 shares
 2008 PLAN NQ        50,000 shares         150,000 shares
                  ---------                -------
 Total            1,083,500 shares         479,000 shares
                  =========                =======

</TABLE>

     The following schedule reflects the detailed status of outstanding  options
under the Company's four stock option qualified and two  non-qualified  plans as
of September 30, 2009.


<TABLE>
<CAPTION>
       <S>                <C>            <C>                 <C>          <C>          <C>               <C>
                                                                                                      Weighted
                           Date          Options        Exercisable   Exercise     Expiration          average
          Plan             granted      outstanding        options       price         date         remaining life
       --------           ----------       -------      ------------  --------     --------------   --------------
       Non Plan           03/25/2009       115,000           115,000      0.55         03/24/2014        4.5
           1994           10/26/2004       129,500           103,600      1.05         10/25/2009         .1
           2002           11/06/2006       118,000            47,200      0.93         11/05/2011        2.1
           2007           05/17/2007       167,500            67,000      1.66         05/16/2012        2.6
           2007           10/08/2007         2,500               500      1.87         10/07/2012        3.0
           2007           12/17/2007       156,500            31,300      1.32         12/16/2012        3.2
           2008           08/25/2008       159,500            31,900       .97         08/21/2013        3.9
         2002NQ           10/22/2002        35,000            35,000      1.26         10/21/2012        3.1
         2002NQ           06/20/2003        30,000            30,000      1.03         06/19/2013        3.7
         2002NQ           05/25/2004        30,000            30,000      1.46         05/24/2014        4.6
         2002NQ           04/03/2006        40,000            40,000      1.08         04/02/2016        6.5
         2002NQ           12/17/2007        50,000            50,000      1.32         12/16/2017        8.2
         2008NQ           01/11/2009        50,000            50,000       .69         01/10/2019        9.3
                                         ---------           -------      ----                          ----
                                         1,083,500           631,500      1.12                           3.5
                                         =========           =======      ====                          ====
</TABLE>


     A summary of the  Company's  stock  options as of September  30, 2009,  and
changes  during the nine months  period ended  September  30, 2009, is presented
below:

                                                          Weighted
                                                           Average
                                                          Exercise
                                          Shares           Price
                                        ---------        ---------
Plan options outstanding at
 January 1, 2009                        1,090,000           $1.26
Options granted                            50,000             .69
Options exercised                              -                -
Options forfeited or expired             (171,500)           1.49
                                        ----------          ------
Plan options outstanding at
 September 30, 2009                       968,500            1.19

Non plan options                          115,000             .55
                                        ----------          -----
Totals                                  1,083,500           $1.12
                                        =========           =====


     Incentive  Stock Options  issued on March 2, 2004 with a five year vesting,
expired on March 1, 2009.
                                       11
<PAGE>
     Restricted Stock Awards as Compensation

     During  February  2009 and in August 2009 we issued  167,000  shares of our
common  stock  bearing a  restricted  legend to certain  officers  and other key
employees as a component of their compensation.  At the date of grant the shares
had a market value of $0.69 each. Shares were granted as follows:

Officers:

     Peter G. Dornau, President and CEO                       20,000  shares
     Jeffrey S. Barocas, Vice President and CFO               15,000  shares
     William Dudman, Vice President                           20,000  shares
     Gregor M. Dornau, Vice President                         20,000  shares
                                                             -------
                                                              75,000  shares

     Other employees, as a group (16 individuals)             92,000  shares
                                                             -------
     Total restricted shares awarded                         167,000
                                                             =======

     These   restricted   stock  awards  have  been  approved  by  vote  by  our
shareholders at our Annual Meeting of Shareholders held on June 12, 2009.

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

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

     Overview:

     We are a leading  manufacturer  and  distributor  of chemical  formulations
serving the  appearance  and  functional  categories of the marine,  automotive,
recreational  vehicle and home care  markets.  We were  founded in 1973 and have
conducted  operations  within the  aforementioned  categories since then. During
1984, we changed our corporate name to Ocean Bio-Chem, Inc. (the parent company)
from our former name, Star Brite Corporation. Our operations were conducted as a
privately  owned  company  through  March,  1981,  when we completed our initial
public offering of common stock.

     Critical accounting policies and estimates:

     See Note 1 "Summary of  Accounting  Policies" in the Notes to the Unaudited
Condensed   Consolidated   Financial  Statements  for  a  discussion  of  recent
accounting pronouncements and their effect, if any, on the Company.

     Liquidity and Capital Resources:

     The primary sources of our liquidity are our operations and borrowings from
Regions Bank pursuant to a revolving line of credit  aggregating $6 million.  On
May 31, 2008 this line of credit was renewed for three years.  Such line matures
May  31,  2011,  bears  interest  at the 30 Day  LIBOR  plus  250  basis  points
(approximately  2.7%  at  September  30,  2009)  and is  secured  by  our  trade
receivables,  inventory,  and intangible  assets.  We are required to maintain a
minimum  working  capital  of $1.5  million  and meet  certain  other  financial
covenants  during the term of the  agreement.  At September 30, 2009 the Company
was in  compliance  with  its  debt  covenants,  and was  obligated  under  this
arrangement in the amount of $2,000,000.

     In connection with the purchase and expansion of the Alabama facility,  the
Company  secured  financing with Industrial  Development  Bonds during 1997. The
proceeds  were  utilized  for both the  repayment  of certain  advances  used to
purchase the Alabama  facility and to expand such facility for our future needs.
During July 2002, we completed a second  Industrial  Development  Bond financing
aggregating  $3.5 million through the City of Montgomery,  AL. Such  transaction
funded an approximate 70,000 square foot addition to the manufacturing  facility
as well as the remaining  machinery and equipment  additions  required  therein.
This project was substantially completed during 2003.
                                       12
<PAGE>
     The bonds maturity dates are respectively  March 2012 and July 2017 for the
1997 and 2002 series bonds.

     In order to market the Industrial  Development Bonds at favorable  interest
rates the Company  obtained a  substitute  irrevocable  letter of credit for the
1997  issue  and a new  irrevocable  letter of credit  for the 2002  issue  from
Regions Bank. Under such letters of credit agreements maturing on July 31, 2010,
renewable  annually,  we are required to maintain a stipulated  level of working
capital,  a  designated  maximum  debt to tangible  ratio,  and a required  debt
service  coverage ratio.  Such letters of credit are secured by a first priority
mortgage  on  the   underlying   Alabama   facility  and  collateral  on  Kinpak
manufacturing equipment.

     The bonds when  reissued are marketed  weekly at the  prevailing  rates for
such  tax-exempt  instruments.  Principal  and  accrued  interest  retiring  the
underlying bonds are payable  quarterly through March 2012 and July 2017 for the
1997 and 2002 series,  respectively.  During the nine months ended September 30,
2009 interest rates ranged between 3.3% and 5.25%.

     Repayment of the bonds is  guaranteed  by a Letter of Credit  issued by the
Company's  primary  commercial  bank - Regions Bank.  Security for the Letter of
Credit is a priority  first  mortgage on the Kinpak  facility and  collateral on
Kinpak  manufacturing  equipment.  On February  10,  2009 the  Company  received
notification  that its City of  Montgomery,  AL  Series  1997  and  Series  2002
Industrial  Revenue  Bonds  with  an  approximate   balance  of  $1,105,000  and
$2,720,000, respectively, were tendered by various bondholders. At September 30,
2009, $850,000 and $2,630,000 were outstanding,  respectively. There has been no
default on these bonds by the Company.  It is the  understanding  of the Company
that due to the tight credit markets, these bonds were tendered. As a result the
Company has been temporarily  obligated to its primary commercial bank until the
credit markets improve  sufficiently to remarket these bonds.  The interest rate
on the loans during this period was prime rate or approximately 3.3%. We believe
current operations are sufficient to meet these obligations. Interest expense on
such notes were approximately  $116,000 for the nine months ending September 30,
2009 and $29,000 for the three months ending September 30, 2009.

     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
outstanding  balance and interest rate on this  obligation at September 30, 2009
was  approximately  $58,400 and  interest  rate is LIBOR plus 2.5% per annum (or
approximately 2.8% at September 30, 2009).

     We are involved in making  sales in the Canadian  market and must deal with
the currency fluctuations of the Canadian currency. We do not engage in currency
hedging and deal with such currency risk as a pricing issue.

     During the past few years, we have  introduced  various new products to our
customers.  At times this has  required us to carry  greater  amounts of overall
inventory and has resulted in lower  inventory  turnover  rates.  The effects of
such  inventory  turnover have not been material to our overall  operations.  We
believe that all required  capital to maintain such increases can continue to be
provided by operations and current financing arrangements.

     Many of the raw  materials  that we use in the  manufacturing  process  are
petroleum chemical based and commodity chemicals that are subject to fluctuating
prices. The costs of petroleum and related products, major components in many of
our products, have been increasingly unstable since 2008. The practical dynamics
of our business do not afford us the same pricing flexibility with our customers
that is available to our suppliers in that we cannot pass along price  increases
to our national retailers and distributors as promptly as our suppliers do.

     As of September 30, 2009 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.

     Results of Operations:

     For the Three Months Ended  September 30, 2009 compared to the Three Months
ended September 30, 2008:

     Net  sales  were  approximately  $8,906,000  for  the  three  months  ended
September 30, 2009 compared to $8,221,000 for the  comparative  quarter 2008, an
increase of approximately  $685,000 or 8.3%. The Company  increased its sales of
private label marine  products to existing as well as two newer  customers.  The
Company  started  shipping in the 3rd quarter  winterizing  products,  under the
previously announced new contract.  The increase in sales does not fully reflect
the increase in sales volume of  winterizing  products,  due to lower oil prices
compared  to last  year and the  resulting  corresponding  decrease  in  average
selling prices of products.  The Company has also continued to increase sales of
its fuel treatment  product - StarTron,  into the marine markets and automotive,
powers  sports and small  engine  markets.  The addition of up to 10% ethanol in
fuel has  caused  engine  problems,  which  has  created  increased  demand  for
StarTron.  The  increase in total sales was  partially  offset on a  comparative
                                       13
<PAGE>
basis by a decrease in sales to Boater's World, which filed for bankruptcy early
in 2009.

     Cost of goods sold as a percentage of net sales  decreased to 69.5% in 2009
from 71.8% for the comparative 2008 quarter.  With the increase in sales volume,
the Company is beginning to realize the improved plant utilization at its Kinpak
manufacturing facility, in addition to improved sales of higher margin items

     Advertising and promotion expenses were approximately  $380,000 compared to
$409,000 for the  comparative  2008 third  quarter.  On a comparative  basis the
advertising  programs in place in 2008 were  repeated in 2009.  The  decrease in
expense of approximately  $29,000 was a result of decreased advertising rates in
trade publications.

     Selling and  administrative  expenses increased  approximately  $529,500 to
$1,406,500 from $877,000, for the comparative quarters. The largest increase was
unusual legal expense for $200,000, to sue a competitor,  Valvtech for false and
misleading  advertising.  The courts have imposed an injunction against Valvtect
for their false and misleading  marketing  claims. It is anticipated the Company
will prevail in a trial,  scheduled for spring 2010. In addition the Company had
an increase in non-cash  expenses for allowances for doubtful accounts and stock
awards  granted  earlier in the year.  The Company also  recognized  performance
related employee bonuses in the quarter.

     Interest expense  decreased by approximately  $30,500 for the quarter ended
September 30, 2009 to $41,500 compared to the  corresponding  quarter of $72,000
in 2008. The lower interest  expense is a result in lower overall  borrowings on
the Company's line of credit,  partially  offset by higher  interest cost in the
Company's IRB's which were tended in the first quarter of this year.

     Operating income was approximately  $891,000 compared to $957,000,  for the
comparative  2008 third  quarter,  a change of  ($66,000)  or (7.0%).  This is a
result  of  higher  sales  volume  partially  offset  with  higher  selling  and
administrative expenses as detailed above.

     Income  taxes - the  Company  had income tax  provision  for the quarter of
$331,800 compared to the corresponding quarter of $366,500 in 2008.

     Net profit for the  quarter  ended  September  30,  2009 was  approximately
$571,500 compared to $601,000 for the comparable period in 2008.

     For the Nine Months Ended  September  30, 2009  Compared to the Nine Months
Ended September 30, 2008:

     Net  sales  were  approximately  $18,731,000  for  the  nine  months  ended
September 30, 2009 compared to $16,957,000 for the comparative  2008 period,  an
increase of approximately  $1,774,000 or 10.5%. The Company  increased its sales
of private label marine products to new and existing customers. The Company also
increased  sales of winterizing  and StarTron  products.  The year to date sales
increases  was partially  offset by a decrease in sales to Boater's  World which
filed for bankruptcy protection in the 1st quarter of 2009.

     Cost of goods sold as a percentage of net sales decreased to 67.3% of sales
compared to 71.1% for the comparative 2008 period.  This decrease in the cost of
goods sold  percentage of 3.8% was primarily a result of a combination  of lower
raw  material  and  freight  costs as a result  of lower  oil  prices,  improved
efficiency at the Company's manufacturing facility, Kinpak.

     Advertising and promotion expenses were approximately  $1,279,000  compared
to  $1,079,000  for the  comparative  2008 period.  The increase in  advertising
expense  of   approximately   $200,000  was  a  result  of  increased   customer
cooperative,  promotional,  and catalog  allowances  in  addition  to  increased
expenditures for trade shows. The Company has increased its consumer advertising
with increased  expenditures in magazines,  newspapers and television medias. We
also increased  consumer and trade advertising in TV, radio and print. This year
the Company also initiated  advertising  programs on the internet,  on both Face
Book and Twitter.

     Selling and  administrative  expenses increased  approximately  $297,000 to
$3,251,000 from $2,954,000,  for comparative  periods.  The largest increase was
unusual legal expense for $200,000, to sue a competitor,  Valvtech for false and
misleading  advertising.  The courts have imposed an injunction against Valvtect
for their false and misleading  marketing  claims. It is anticipated the Company
will  prevail in a trial,  scheduled  for spring  2010.  The  Company had higher
allocation of administrative  services charged to affiliated companies offset by
additional  allowance for bad debts and non cash  compensation  expense for both
stock and stock options awards.

     Interest  expense  decreased by  approximately  $62,000 for the nine months
ended  September 30, 2009 to $170,000 from $232,000 for the  corresponding  2008
period.  The decrease in interest  expense is a result of the lower  outstanding
borrowings for the comparative  period partially offset by higher interest rates
on the  Company's  IRB's which were tendered in February 2009 and held as a term
loan by Regions Bank until the bonds are remarketed.

     Operating  income  increased to  approximately  $1,435,000  from $626,000 a
change of $809,000 or 129%. This is a result of higher net sales volume,  higher
gross margin percent,  and lower interest  expenses  partially  offset by higher
operating expenses.

                                       14
<PAGE>

     Income  taxes - The  Company had income tax expense for the nine months for
approximately $627,000 compared to the comparative period of $271,000.

     Net profit for the nine months ended  September 30, 2009 was  approximately
$831,000  compared to $377,000 for the comparable  period in 2008 an increase of
$454,000 or 120%. The percentage return on net sales doubled to 4.4% from 2.2%.

     Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Not Applicable

     Item 4. Controls and Procedures

     Evaluation of Disclosure Controls and Procedures:

     The  Company  has  carried  out an  evaluation  under  the  supervision  of
management,  including the President and Chief Executive Officer ("CEO") and the
Vice  President  -  Finance  and  Chief  Financial   Officer  ("CFO"),   of  the
effectiveness  of the  design  and  operation  of its  disclosure  controls  and
procedures. Based on that evaluation, our CEO and CFO have concluded that, as of
September 30, 2009,  our disclosure  controls and  procedures  were effective to
ensure that  information  required to be disclosed by the Company in the reports
filed or submitted by it under the Securities  Exchange Act of 1934, as amended,
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the rules and forms of the SEC, and include controls and procedures
designed  to ensure that  information  required  to be  disclosed  by us in such
reports is accumulated  and  communicated  to management,  including the CEO and
CFO, as appropriate to allow timely decisions regarding required disclosures.

     Changes in Internal  Control  Over  Financial  Reporting.  No change in our
internal  control over  financial  reporting (as defined in Rules  13a-15(f) and
15d-15(f) under the Exchange Act) occurred during the most recent fiscal quarter
that has materially affected,  or is reasonably likely to materially affect, our
internal control over financial reporting.

                           PART II - OTHER INFORMATION

     Item 1. - Legal Proceedings

     The Company is the  Plaintiff in the United States  District  Court for the
Southern District of Florida., in the matter of Star-brite  Distributing,  Inc.,
v. Kop-Coat, Inc., Case No. 09-60812-CIV-COHN/SELTZER.

     The  Company  filed  suit on May 29,  2009 to enjoin  Kop-Coat,  Inc.  from
engaging  in a false and  misleading  advertising  campaign  against  Star-brite
Distributing, Inc. The Company is also seeking damages and attorney's fees.

     A Preliminary Injunction was entered on August 31, 2009, enjoining Kop-Coat
from placing the comparison ad that is the subject of this lawsuit.  On November
4, 2009, Kop-Coat,  Inc. filed an answer and Counterclaims  against the Company.
The  Counterclaims  make  substantially  the same  types of claims  against  the
Company as were made by the Company against Kop-Coat, Inc., which were the basis
of the Preliminary Injunction granted by the Court against Kop-Coat,  Inc. Trial
is scheduled to commence in March 2010.  The Company does not believe it has any
significant financial exposure other than the expenses of litigation.

     Item 1A. - Risk Factors

     Not Applicable

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

     None.

     Item 3. - Defaults Upon Senior Securities

     None.

     Item 4 - Submission of Matters to Vote of Security Holders

     Not applicable

     Item 5 - Other Matters

     Not applicable

     Item 6. - Exhibits

     31.1  Certification  of Chief Executive  Officer pursuant to Section 302 of
Sarbanes-Oxley Act.

     31.2  Certification  of Chief Financial  Officer pursuant to Section 302 of
Sarbanes-Oxley Act.

     32.1  Certification of Chief Executive  Officer and Chief Financial Officer
pursuant to Section 906 of Sarbanes-Oxley Act.

                                       15
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the Undersigned
there unto duly authorized.

   OCEAN BIO-CHEM, INC.

   Date:  November 11, 2009             /s/ Peter G. Dornau
                                        Peter G. Dornau
                                        Chairman of the Board of Directors
                                        and Chief Executive Officer


                                        /s/  Jeffrey S. Barocas
                                        Jeffrey S. Barocas
                                        Chief Financial Officer


































                                       16
<PAGE>
                                                                    Exhibit 31.1
                                  CERTIFICATION


     I, Peter G. Dornau certify that:

     1. I have reviewed this Form 10-Q of Ocean Bio-Chem, Inc. as of and for the
periods ended September 30, 2009;

     2. Based on my knowledge, this 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 period 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)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and we 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 report is being prepared;

     b) designed such internal control over financial reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;

     c) 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

     d) 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 (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting.

     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.


     Dated:  November 11, 2009                        /s/ Peter G.Dornau
                                                      Peter G. Dornau
                                                      Chairman of the Board and
                                                      Chief Executive Officer




                                       17

<PAGE>
                                                                    Exhibit 31.2
                                  CERTIFICATION

I, Jeffrey S. Barocas certify that:

     1. I have reviewed this Form 10-Q of Ocean Bio-Chem, Inc. as of and for the
periods ended September 30, 2009;

     2. Based on my knowledge, this 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 period 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)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and we 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 report is being prepared;

     b) designed such internal control over financial reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;

     c) 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

     d) 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 (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting.

     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.

     Dated:    November 11, 2009                      /s/ Jeffrey S. Barocas
                                                      Jeffrey S. Barocas
                                                      Chief Financial Officer



                                       18
<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,  2009 (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 11, 2009


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





                                                      /s/ Jeffrey S. Barocas
                                                      Jeffrey S. Barocas
                                                      Chief Financial Officer

















                                       19