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 September 30, 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.

          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; 4,368,889
                issued and outstanding at September 30, 2002






<PAGE>




                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

                                     INDEX



      Description                                                       Page

Part I:

  Item 1. - Financial Statements:

      Consolidated balance sheets as of September
          30, 2002 and December 31, 2001                                  3

      Consolidated statements of operations for
          the three and nine months ended September 30,
          2002 and 2001                                                   4

       Consolidated statements of changes in
          shareholders' equity for the nine  months
          ended September 30, 2002 and 2001                               5

       Consolidated statements of cash flows
          for the nine months ended September 30, 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                                             9
  Item 2. - Changes in Securities                                         9
  Item 3. - Defaults upon Senior Securities                               9
  Item 4. - Submission of Matters to Vote by Security Holders             9
  Item 5. - Other Information                                             9
  Item 6. - Exhibits and Reports on Form 8-K                              9


Signatures                                                                9

Certifications                                                         10-11







                                        2


<PAGE>



                         PART I - Financial Information

 Item l.  Financial Statements

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

                                     ASSETS
<TABLE>
<CAPTION>


                                                              SEPTEMBER 30,     DECEMBER 31,
                                                                  2002              2001
                                                              -------------     -------------
                                                                                 (Unaudited)
<S>                                                           <C>               <C>
Current assets:
Cash                                                          $    231,877      $     82,000
Trade accounts receivable net of allowances for
  doubtful accounts of approximately $ 152,500
  at September 30, 2002 and December   31,
   2001, respectively                                            5,126,748         3,286,848
Inventories                                                      4,958,871         4,296,183
Prepaid expenses and other current assets                          209,886           145,354
                                                              -------------     -------------
    Total current assets                                        10,527,382         7,810,385
                                                              -------------     -------------

Property, plant and equipment, net                               5,950,597         6,002,445
                                                              -------------     -------------

Other assets:
Funds held in escrow for equipment                               2,159,900             9,084
Trademarks, trade names and patents, net                           330,439           330,439
Deposits and other assets                                          407,214           314,122
Due from affiliated companies, net                                 460,403           563,731
                                                              -------------     -------------
    Total other assets                                           3,357,956         1,217,376
                                                              -------------     -------------

    Total assets                                              $ 19,835,935      $ 15,030,206
                                                              =============     =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable - trade                                      $  2,534,010      $  2,163,245
Note payable - bank                                              4,250,000         3,665,860
Current portion of long-term debt                                  600,199           470,994
Accrued expenses payable                                           222,430           138,709
                                                              -------------     -------------
     Total current liabilities                                   7,606,639         6,438,808
                                                              -------------     -------------

Deferred income taxes payable                                      260,197           111,200
                                                              -------------     -------------

Long-term debt, less current portion                             6,719,566         3,718,876
                                                              -------------     -------------

Shareholders' equity:
Common stock - $.01 par value 10,000,000 shares authorized,
    4,368,889 and 4,239,889 shares issued and outstanding
    at September 30, 2002 and December 31, 2001, respectively       43,689            42,399
Additional paid-in capital                                       3,821,654         3,755,219
Foreign currency translation adjustment                       (    294,032)     (    262,933)
Retained earnings                                                1,686,417         1,234,832
                                                              -------------     -------------
                                                                 5,257,728         4,769,517
Less cost of common stock in treasury,
    7,519 shares at September 30, 2002 and
    December 31, 2001, respectively                           (      8,195)     (      8,195)
                                                              -------------     -------------
                                                                 5,249,533         4,761,322
                                                              -------------     -------------

Total liabilities and shareholders' equity                    $ 19,835,935      $ 15,030,206
                                                              =============     =============

                                        3

</table>

<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,
                                        2002             2001              2002               2001
                                        ----             ----              ----               ----
<S>                                 <C>              <C>               <C>                <C>
Gross sales                         $ 7,658,158      $ 6,159,436       $ 16,587,467       $ 14,737,785

Allowances                              810,807          621,860          1,557,210          1,353,694
                                    ------------     ------------      -------------      -------------

Net sales                             6,847,351        5,537,576         15,030,257         13,384,091

Cost of goods sold                    5,489,046        4,481,494         11,469,122         10,329,414
                                    ------------     ------------      -------------      -------------

Gross profit                          1,358,305        1,056,082          3,561,135          3,054,677
                                    ------------     ------------      -------------      -------------

Costs and expenses:
  Advertising and promotion             173,128          183,110            553,893            475,922
  Selling and administrative            718,497          658,026          2,060,652          2,040,284
  Interest expense                       95,270          149,102            265,431            434,112
                                    ------------     ------------      -------------      -------------
     Total costs and expenses           986,895          990,238          2,879,976          2,950,318
                                    ------------     ------------      -------------      -------------

Income from operations                  371,410           65,844            681,159            104,359

Interest income                           3,061            7,556              3,126              9,294
                                    ------------     ------------      -------------      -------------

Income before provision
   for income taxes                     374,471           73,400            684,285            113,653

Provision for income taxes              118,700           23,000            232,700             35,000
                                    ------------     ------------      -------------      -------------

Net income                              255,771           50,400            451,585             78,653

Other comprehensive income, net
 of income taxes:
    Foreign currency
     translation adjustment         (    25,247)     (    20,765)      (     31,099)      (     38,491)
                                    ------------     ------------      -------------      -------------

Comprehensive income                $   230,524      $    29,635       $    420,485       $     40,162
                                    ============     ============      =============      =============

Earnings per common share           $    .05         $   .01           $     .10          $     .02
                                    ============     ============      =============      =============



     Earnings per share for the nine and three months ended  September  30, 2002
were  calculated  on the basis of 4,318,370  weighted  average  shares of common
stock  outstanding.  For the nine and three  months  ended  September  30, 2001,
earnings per share were calculated  using 4,149,037  weighted  average shares of
common  stock  outstanding.  The  company  has adopted  Statement  of  Financial
Accounting  Standards No. 130 which requires items of comprehensive income to be
stated as part of the basic financial statements.

</table>




                                        4


<PAGE>



                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                            FOR THE NINE MONTHS ENDED
                           SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>


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


Net income                                                                               451,585                    451,585

Issuances of stock             129,000      1,290         66,435                                                     67,725

Foreign currency
  translation
  adjustment                                                         (   31,099)                                 (   31,099)
                             ---------    -------     ----------     -----------      ----------   ---------     ----------
September 30,
  2002                       4,368,889    $43,689     $3,821,654     ($ 294,032)      $1,686,417   ($ 8,195)     $5,249,533
                             =========    =======     ==========     ===========      ==========   =========     ==========


January 1,
  2001                       4,105,889    $41,060     $3,720,377     ($ 209,398)      $1,128,448   ($ 8,195)     $4,672,292


Net Income                                                                                78,653                     78,653

Issuances of stock             134,000      1,340         34,840                                                     36,180

Foreign currency
  translation
  adjustment                                                         (   38,491)                                 (   38,491)
                             ---------    -------     ----------     -----------      ----------   ---------     ----------

September 30,
  2001                       4,239,889    $42,400     $3,755,217     ($ 247,889)      $1,207,101   ($ 8,195)     $4,748,634
                             =========    =======     ==========     ===========      ==========   =========     ==========






</table>


                                        5


<PAGE>




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


                                                                         2002            2001
                                                                     -----------      ----------
<S>                                                                  <C>              <C>
Cash flows provided by operating activities:
      Net Income                                                     $   451,585      $   78,653
Adjustments to reconcile net income
  to net cash provided by operations:
          Depreciation and amortization                                  446,858         359,465
          Changes in operating assets and liabilities:
             (Increase) in accounts receivable                       ( 1,839,900)     (  422,485)
             (Increase) decrease  in inventories                     (   662,688)          4,065
             (Increase) in prepaid expenses                          (    64,532)     (   99,277)
             Increase in accounts payable,
               accrued  expenses, and other                              510,391         279,553
                                                                     ------------     -----------
          Net cash provided (used) by operating activities           ( 1,158,286)        199,974
                                                                     ------------     -----------

Cash flows from financing activities:
          Net increases under line of credit                             584,140         227,054
          Repayments of advances to affiliates                           103,328         155,314
          Borrowings (reductions) of debts, net                        3,129,895          47,210
          Common stock transactions                                       67,725          36,180
                                                                     ------------     -----------
          Net cash provided  by financing activities                   3,885,088         465,758
                                                                     ------------     -----------

Cash flows from investing activities:
          Increase in funds held in escrow for equipment purchases   ( 2,150,816)          -
          Purchase of property, plant, and equipment, net            (   395,010)     (  708,286)
                                                                     ------------     -----------
          Net cash used by investing activities                      ( 2,545,826)     (  708,286)
                                                                     ------------     -----------

          Increase (decrease) in cash prior to effect of
           foreign currency translation                                  180,976      (   42,554)

          Effect of foreign currency translation on cash             (    31,099)     (   38,491)
                                                                     ------------     -----------

          Net increase (decrease) in cash                                149,877      (   81,045)

      Cash at beginning of period                                         82,000         123,515
                                                                     ------------     -----------

      Cash at end of period                                          $   231,877      $   42,470
                                                                     ============     ===========

Supplemental  Information:
      Cash used during the periods for payment of:

      Interest                                                       $   265,431      $  434,112
                                                                     ============     ===========

      Income taxes                                                   $    -          $   -
                                                                     ============     ===========



The Company had no cash equivalents at September 30, 2002 or 2001.



</TABLE>



                                        6


<PAGE>



                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
            NOTES TO THE CONSOLIDATED CONDENSED 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 three and nine months ended September
30, 2001 have been reclassified to conform with the 2002 presentation.

ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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 and  inventories,  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 comply with certain
financial  covenants  related to its working capital  levels,  a maximum debt to
tangible  net worth  ratio,  and minimum debt  service  coverage  factor.  As of
September  30,  2002,  the amount  outstanding  pursuant  to this  facility  was
$4,250,000.

     During July,  2002,  the Registrant  finalized the working  capital line of
credit  discussed in the preceding  paragraph as well as an  Industrial  Revenue
Bond  financing  issued  through  the city of  Montgomery,  AL in the  amount of
$3,500,000  to be utilized for a plant  expansion  and related  equipment at the
Registrant"s Montgomery, AL . Such financing was secured with favorable interest
rate terms which float with current  conditions.  The present  interest  rate is
approximately 2% per year.

     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 for the three month period July 1- September 30:

     Gross sales increased approximately 24% or approximately $1,499,000 for the
quarter  ended  September  30,  2002 when  compared  to the same  quarter of the
preceding  year. This was primarily due to an increase in sales of the Company's
anti-freeze products aggregating  approximately  $738,000 and increased sales of
other marine and automotive products approximating $761,000.

     Cost of goods sold  decreased as a percentage  of net sales when  comparing
the quarter ended  September 30, 2002 with the  comparable  quarter in 2001. The
percentages  were  80.2%  and  80.9%  for the  quarters  during  2002 and  2001,
respectively.  This change was primarily  due to more fully  absorbing the fixed
overhead at the Registrant's manufacturing facility through increased revenues.

     Advertising and promotion  decreased  approximately  $10,000  comparing the
three months ended  September  30, 2002 and 2001.  This was  primarily  due to a
planned decreases in the advertising budget.

                                        7


<PAGE>



     Selling and administrative expenses increased approximately $60,400 or 8.4%
when comparing the quarters ended  September 30, 2002 and 2001.  Such change was
attributable to increased  personnel costs and other normal incremental costs of
operations.

     Interest expense,  which aggregated  approximately  $95,300 for the current
quarter,  decreased  approximately $54,000 when comparing the September 30, 2002
quarter  to the  corresponding  quarter in 2001.  Such  decrease  was  primarily
attributable to the recently promulgated  interest rate decreases.  It should be
noted that the  Registrant  closed on an new  Industrial  Revenue Bond financing
aggregating  $3,500,000  during late July, 2002. Were it not for this event, the
decrease in interest expense for the period would have been larger.

    Results of operations for the nine month period January 1 - September 30:

     Gross sales  increased 13% or  approximately  $1,850,000 when comparing the
nine month  periods of 2002 and 2001.  This was  primarily due to an increase in
sales of the Company's anti-freeze products aggregating  approximately  $738,000
and  increased  sales of other  marine  and  automotive  products  approximating
$1,112,000.

     Cost of goods sold  decreased to 76.3% as a percentage  of net sales versus
77.2% when comparing the nine months ended  September 30, 2002 to the comparable
period in the preceding  year.  Cost of goods sold  decreased as a percentage of
net  sales  when  comparing  the  quarter  ended  September  30,  2002  with the
comparable  quarter in 2001. This change was primarily due to improved liquidity
which allowed for more  favorable raw material  purchasing as well as more fully
absorbing the fixed overhead at the Registrant's  manufacturing facility through
increased revenues.

     Advertising and promotion  expenses  increased  approximately  $78,000 when
comparing  the nine months  ended  September  30, 2002 to the nine months  ended
September 30, 2001. This was primarily due to increased co-operative advertising
offered to certain  of the  Registrant's  customers  in  conjunction  with their
increased purchases.

     Selling and  administrative  expenses  increased  for the nine months ended
September  30,  2002 by  approximately  $20,400 or 1% when  compared to the nine
months ended  September  30,  2001.  Such change was  attributable  to increased
personnel costs and other normal incremental costs of operations.

     Interest  expense  decreased  during  the  nine  month  period  in  2002 by
approximately  $169,000  when  compared to the nine month  period of 2001.  Such
decrease was primarily  attributable to the recently  promulgated  interest rate
decreases.  It should be noted that the  Registrant  closed on an new Industrial
Revenue Bond financing  aggregating  $3,500,000  during late July, 2002. Were it
not for this event,  the decrease in interest  expense for the period would have
been larger.

                           Forward-looking Statements:

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

                                                                     8


<PAGE>




                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings: On September 17, 2002, the United States Court of
Appeals for the Federal Circuit entered a Judgment on appeal from a Motion for
partial Summary Judgment in the matter of North American Oil Company vs. Star
Brite Distributing, Inc. The Judgment in part found that the United States
District Court had erred in invalidating the Registrant's '598 patent. A more
comprehensive discussion of this litigation can be found in the Registrant's
Form 10-K for the year ended December 31,2001 and Form 8-K as filed with the
United States Securities and Exchange Commission on September 24, 2002.

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 Information:  Not Applicable

Item 6 -   Exhibits and Reports on Form 8-K

           (A)  Exhibits:  Not Applicable

           (B) Reports on Form 8-K:

                (a) Form 8-K filed September 18, 2002 reporting Declaration of
Stock Dividend.

                (b) Form 8-K filed on September 24, 2002. On September 17, 2002,
the United States Court of Appeals for the Federal Circuit entered a Judgment on
appeal from a Motion for partial Summary Judgment in the matter of North
American Oil Company vs. Star Brite Distributing, Inc. The Judgment in part
found that the United States District Court had erred in invalidating the
Registrant's '598 patent.


                                   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 13, 2002           /s/ Peter Dornau
        -----------------------        -----------------------------------------
                                         Peter G. Dornau
                                         Chairman of the Board of Directors
                                           and Chief Executive Officer



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









                                        9

<PAGE>


                                 CERTIFICATIONS

    I, Peter Dornau certify that:

1. I have reviewed this quarterly report on Form
                  10-Q of Ocean Bio-Chem, Inc.;

2. Based on my knowledge, this quarterly report
                  does not contain any untrue statement of a
                  material fact or omit to state a material fact necessary to
                  make the statements made, in light of the circumstances under
                  which such statements were made, not misleading with respect
                  to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements
                  and other financial information included in this
                  quarterly report, fairly present in all material respects the
                  financial condition, results of operation and cash flows of
                  the registration as of, and for, the periods presented in this
                  quarterly 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 - 14 and 15d - 14) for the registrant and we have:

a) Designed such disclosure controls and
                           procedures to ensure material information relating
                           to the registrant, including its consolidated
                           subsidiaries, is made known to us by others within
                           those entities, particularly during the period in
                           which this quarterly report is being prepared;

b) Evaluated the effectiveness of the
                           registrant's disclosure controls and procedures as of
                           a date within 90 days prior to the filing date of
                           this quarterly report (the "Evaluation Date"); and

c) Presented in this quarterly report our
                           conclusions about the effectiveness of the
                           disclosure controls and procedures based on our
                           evaluations as of the Evaluation Date;

5. The registrant's other certifying officer and I
                  have disclosed, based on our most recent
                  evaluation, to the registrant's auditors and the audit
                  committee or registrant's board of directors (or persons
                  performing the equivalent function):

a) All significant deficiencies in the
                           design or operation of internal controls which could
                           adversely affect the registrant's ability to record,
                           process, summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weakness in internal controls; and

b) Any fraud, whether or not material,
                           that involves management or other employees who
                           have a significant role in the registrant's internal
                           controls; and

6. The registrant's other certifying officer and I
                  have indicated in this quarterly report whether or not
                  there were significant changes in internal controls or in
                  other factors that could significantly affect internal
                  controls subsequent to the date of our most recent evaluation,
                  including any corrective actions with regard to significant
                  deficiencies and material weaknesses.

           OCEAN BIO-CHEM, INC.







              Date:    November 13, 2002               /s/ Peter Dornau
                   -----------------------            -------------------------
                                                      Peter G. Dornau
                                                      Chairman of the Board of
                                                      Directors and Chief
                                                      Executive Officer
                                       10

<PAGE>

                                 CERTIFICATIONS

    I, Edward Anchel certify that:

7. I have reviewed this quarterly report on Form
                  10-Q of Ocean Bio-Chem, Inc.;

8. Based on my knowledge, this quarterly report
                  does not contain any untrue statement of a
                  material fact or omit to state a material fact necessary to
                  make the statements made, in light of the circumstances under
                  which such statements were made, not misleading with respect
                  to the period covered by this quarterly report;

9. Based on my knowledge, the financial statements
                  and other financial information included in this
                  quarterly report, fairly present in all material respects the
                  financial condition, results of operation and cash flows of
                  the registration as of, and for, the periods presented in this
                  quarterly report;

10. 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 - 14 and 15d - 14) for the registrant and we have:

a) Designed such disclosure controls and
                           procedures to ensure material information relating
                           to the registrant, including its consolidated
                           subsidiaries, is made known to us by others within
                           those entities, particularly during the period in
                           which this quarterly report is being prepared;

b) Evaluated the effectiveness of the
                           registrant's disclosure controls and procedures as of
                           a date within 90 days prior to the filing date of
                           this quarterly report (the "Evaluation Date"); and

c) Presented in this quarterly report our
                           conclusions about the effectiveness of the
                           disclosure controls and procedures based on our
                           evaluations as of the Evaluation Date;

11. The registrant's other certifying officer and I
                  have disclosed, based on our most recent
                  evaluation, to the registrant's auditors and the audit
                  committee or registrant's board of directors (or persons
                  performing the equivalent function):

a) All significant deficiencies in the
                           design or operation of internal controls which could
                           adversely affect the registrant's ability to record,
                           process, summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weakness in internal controls; and

b) Any fraud, whether or not material,
                           that involves management or other employees who
                           have a significant role in the registrant's internal
                           controls; and

12. The registrant's other certifying officer and I
                  have indicated in this quarterly report whether or not
                  there were significant changes in internal controls or in
                  other factors that could significantly affect internal
                  controls subsequent to the date of our most recent evaluation,
                  including any corrective





                  actions with regard to significant deficiencies and material
                  weaknesses.

           OCEAN BIO-CHEM, INC.

       Date:    November 13, 2002                      /s/ Edward Anchel
            -----------------------                   --------------------------
                                                      Edward Anchel
                                                      Chief Financial Officer

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