SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 2002

                           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 S.W. 47 Avenue, Fort Lauderdale, Florida                    33314
--------------------------------------------------------------------------------
 (Address of principal executive offices)                      (Zip code)


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


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

            YES    [ X ]                       NO       [    ]

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

           $.01 par value common stock, 10,000,000 shares authorized,
           4,239,889 shares issued and outstanding at March 31, 2002.


<page>








                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

                                      INDEX


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

Part I:

  Item 1. -  Financial Statements:

      Consolidated balance sheets as of March
          31, 2002 and December 31, 2001                         3
      Consolidated statements of operations for
          the three months ended March 31,
          2002 and 2001                                          4
      Consolidated statements of changes in
          shareholders' equity for the three months
          ended March 31, 2002 and 2001                          5
      Consolidated statements of cash flows
          for the three months ended March 31,
          2002 and 2001                                          6

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


Part II:

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















                                        2

<page>



                         PART I - Financial Information

 Item l.  Financial Statements:

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

                                     ASSETS
<table>
<caption>

                                                                   MARCH 31,                  DEC. 31,
                                                                     2002                       2001
                                                                 ------------               ------------
                                                                  (UNAUDITED)

                                                              <C>                        <C>
Current assets:
  Cash                                                           $    261,853               $     82,000
  Trade accounts receivable net of allowance
    for doubtful accounts of approximately $ 152,500 at
     March 31, 2002 and December 31, 2001, respectively             2,883,973                  3,286,848
  Inventories                                                       4,792,642                  4,296,183
  Prepaid expenses                                                    129,554                    145,354
                                                                 ------------               ------------

      Total current assets                                          8,068,022                  7,810,385
                                                                 ------------               ------------

Property, plant and equipment, net                                  5,909,803                  6,002,445
                                                                 ------------               ------------

Other assets:
  Trademarks, trade names and patents, net
   of accumulated amortization                                        330,439                    330,439
  Funds held in escrow for equipment                                    9,117                      9,084
  Due from affiliated companies, net                                  534,199                    563,731
  Deposits and other assets                                           330,672                    314,122
                                                                 ------------               ------------
     Total other assets                                             1,204,427                  1,217,376
                                                                 ------------               ------------
        Total assets                                             $ 15,182,252               $ 15,030,206
                                                                 ============               ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable - trade                                       $  2,345,833               $  2,163,245
  Note payable - bank                                               3,745,749                  3,665,860
  Current portion of long term debt                                   473,898                    470,994
  Other accrued liabilities                                            84,431                    138,709
                                                                 ------------               ------------
       Total Current Liabilities                                    6,649,911                  6,438,808
                                                                 ------------               ------------

Deferred income taxes payable                                         122,300                    111,200
                                                                 ------------               ------------

Long term debt, less current portion                                3,605,198                  3,718,876
                                                                 ------------               ------------

Shareholders' equity:
   Common stock - $.01 par value, 10,000,000 shares
     authorized; 4,239,889 shares issued and outstanding
     at March 31, 2002 and December 31, 2001, respectively             42,399                     42,399
   Additional paid-in capital                                       3,755,219                  3,755,219
   Foreign currency translation adjustment                       (    276,355)              (    262,933)
   Retained earnings                                                1,291,775                  1,234,832
                                                                 ------------               ------------
                                                                    4,813,038                  4,769,517
   Less cost of common stock in treasury, 7,519 shares
      at March 31, 2002 and December 31, 2001                    (      8,195)              (      8,195)
                                                                 ------------               ------------
                                                                    4,804,843                  4,761,322
                                                                 ------------               ------------

   Total liabilities and shareholders' equity                    $ 15,182,252               $ 15,030,206
                                                                 ============                ===========

</table>



                                                               3


<page>



                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2002 and 2001

                                   (UNAUDITED)

<table>
<caption>


                                                                2002                      2001
                                                           -------------             --------------


                                                        <C>                       <C>
Gross sales                                                $   4,254,986             $    3,544,747

Allowances                                                       337,010                    311,541
                                                           -------------             ---------------

Net sales                                                      3,917,976                  3,233,206

Cost of goods sold                                             2,918,958                  2,549,634
                                                            ------------             --------------

Gross profit                                                     999,018                    683,572
                                                           -------------             --------------

Costs and expenses:
    Advertising and promotion                                    153,395                    139,822
    Selling and administrative                                   686,639                    709,677
    Interest expense                                              90,974                    145,000
                                                           -------------             --------------

       Total costs and expenses                                  931,008                    994,499
                                                           -------------             --------------

Operating income (loss)                                           68,010             (      310,927)

Interest income                                                       33                      1,453
                                                           -------------             --------------

Income (loss) before income taxes                                 68,043             (      309,474)

Provision for income taxes                                        11,100                      -
                                                           -------------             --------------

Net income (loss)                                                 56,943             (      309,474)

Other comprehensive income (loss), net of tax:
    Foreign currency translation adjustment                (      13,422)            (       23,756)
                                                           --------------            ---------------

Comprehensive income (loss)                                $      43,521             ($     333,230)
                                                           =============             ===============

Earnings (loss) per common share                           $         .01             ($         .08)
                                                           =============             ===============

</table>

     Earnings  loss per  share was  calculated  on the  basis of  4,232,370  and
4,098,370  weighted average shares of common stock  outstanding for the quarters
ended March 31, 2002 and 2001, respectively.

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

                                        4


<page>



                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<table>
<caption>




                    <C>             <C>           <C>               <C>               <C>           <C>            <C>
                                                                       Foreign
                            Common stock             Additional        currency          Retained     Treasury
                        Shares          Amount     paid-in capital    adjustment         earnings       stock            Total
                       ---------       --------    ---------------   ----------         ----------    ---------       ----------
January 1,
   2002                4,239,889       $ 42,399      $ 3,755,219       ($ 262,933)       $1,234,832     ($ 8,195)      $4,761,322


Net income                                                                                   56,943                        56,943

Foreign currency
  translation
  adjustment                                                           (    3,422)                                     (   13,422)
                       ---------       --------      -----------       -----------       ----------    ----------      -----------

March 31,
  2002                 4,239,889       $ 42,399      $ 3,755,219       ($ 276,355)       $1,291,775    ($  8,195)      $4,804,843
                       =========       ========      ===========       ===========       ==========    ==========      ===========




January 1,
   2001                4,105,889        $41,600      $ 3,720,377       ($ 209,398)       $1,128,448    ($  8,195)      $4,672,292


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


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

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


</table>














                                        5


<page>



                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2002 and 2001
                                   (UNAUDITED)

<table>
<caption>


                                                                              2002            2001

                                                                          ----------       ----------

                                                                       <C>              <C>
Cash flow provided (used) by operating activities:

  Net income (loss)                                                       $   56,943       ($ 309,474)

Adjustments to reconcile net income to net cash
 provided (used) by operations:
  Depreciation and amortization                                              148,578          100,153
  Changes in assets and liabilities:
  Decrease in accounts receivable                                            402,875          443,525
  (Increase) in inventories                                               (  496,459)      (  251,496)
  Decrease in prepaid expenses                                                15,800           21,461
  (Increase) decrease in accounts payable,
   accrued expenses and other                                                122,828           69,668
                                                                           ----------      -----------

  Net cash provided  by operating activities                                 250,565           73,837
                                                                           ----------      -----------

Cash provided (used) by financing activities:
  Net increase under line of credit                                           79,889          100,000
  Net reduction in advances to affiliates                                     29,532          361,235
  Net increase (reduction) in current portion
     of long term debt                                                         2,904       (   29,967)
  Net (reduction) in long term borrowings                                 (  113,679)      (   59,647)
                                                                          -----------      -----------


  Net cash provided (used) by financing activities                        (    1,354)         371,621
                                                                         ------------      -----------

Cash provided (used) by investing activities:
  Purchase property, plant, equipment, net                                (   55,936)      (  520,447)
                                                                          -----------      -----------

 Net cash used by investing activities                                    (   55,936)      (  520,447)
                                                                          -----------      -----------

Increase (decrease) in cash prior to effect of
   foreign currency translation on cash                                      193,275       (   74,989)

 Effect of foreign currency translation on cash                           (   13,422)      (   23,756)
                                                                          -----------      -----------

Increase (decrease) in cash                                                  179,853       (   98,745)
Cash at beginning of period                                                   82,000          123,515
                                                                          -----------      -----------

Cash at end of period                                                      $261, 853       $   24,770
                                                                           ==========      ===========

Supplemental Information:
  Cash used for interest during period                                    $   90,974       $  145,000
                                                                          ===========      ===========
  Cash used for income taxes during period                                $     -          $     -
                                                                          ===========      ===========
</table>


The company had no cash equivalents at March 31, 2002 and 2001.





                                        6



<page>



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

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

     Certain financial statement items for the quarter ended March 31, 2001 have
been reclassified to conform to the 2002 presentation.

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

Liquidity and Capital Resources:
-------------------------------

     The  primary  sources of the  Registrant's  liquidity  are its  operations,
short-term  borrowings  from a commercial  bank pursuant to a revolving  line of
credit  arrangement,  and other borrowings.  The total borrowings under the line
are  secured  by trade  receivables,  inventories,  and  other  assets,  and can
aggregate a maximum amount of $5,000,000.  Borrowings  under the line are due on
demand from the bank. Under the terms of the line, the Registrant is required to
maintain  minimum working capital of $1,500,000 and meet certain other financial
covenants  during the term of the  agreement..  As of March 31, 2002, the amount
outstanding  pursuant to this facility was  approximately  $3,746,000 and, as of
such date, the  Registrant was not in compliance  with certain of the applicable
loan covenants.  The lender has agreed to waive such violations through June 30,
2002.

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

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

Results of Operations:
---------------------

     Net sales  increased  approximately  21% or $685,000 for the quarter  ended
March 31, 2002 when  compared to the same quarter of the  preceding  year.  Such
increase was primarily  associated  with sales of new  automotive and marine oil
products.

     Cost of goods sold  decreased as a percentage  of net sales when  comparing
the  quarter  ended  March 31,  2002 with the  comparable  quarter in 2001.  The
percentages  were 74.5% and 78.9% for the  quarters  ended during 2002 and 2001,
respectively.  This  change was  attributable  to a shift in product mix towards
higher margin items,  increased revenue volume thereby favorably absorbing fixed
manufacturing  overhead,  and a sales price increase on selected products passed
on to certain customers.

     Selling and administrative  expenses decreased  approximately $23,000 or 3%
when comparing the quarters  ended March 31, 2002 and 2001.  This change was not
viewed as significant.









                                        7


<page>




     Advertising  and  promotion  increased  approximately  $  13,500  or  10  %
comparing the three months ended March 31, 2002 and 2001. This was primarily due
to increased co-op advertising offered to certain customers.

     Interest  expense  decreased by  approximately  $ 54,000 when comparing the
March 31, 2002 quarter to the corresponding quarter in 2001. This was the result
of lower  borrowing  costs  due to  recently  promulgated  prime  interest  rate
decreases.

Forward-looking Statements:
---------------------------

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


                           PART II - Other Information

Item l - Legal Proceedings:

         See the Registrant's Form 10-K for the year ended December 31, 2001

Item 2 - Changes in Securities: Not applicable

Item 3 - Defaults Upon Senior Securities:  Not applicable

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

Item 5 - Other Matters:  Not applicable

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

                 (a)   Exhibits: Not applicable

                 (b)   Reports on Form 8-K: Not applicable







                                        8


<page>




SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                   OCEAN BIO-CHEM, INC.

Date:   May 10, 2002                                By: /s/ PETER G. DORNAU
     ------------------------                      -----------------------------
                                                       Peter G. Dornau
                                                       Chairman of the Board and
                                                       Chief Executive Officer


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























                                        9