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, 2004

                           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.)


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,
           5,277,313 shares issued and outstanding at March 31, 2004.





<PAGE>





                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

                                      INDEX


   Description                                                      Page

Part I:

  Item 1. -  Financial Statements:

      Consolidated balance sheets as of March
          31, 2004 and December 31, 2003                              3
      Consolidated statements of operations for
          the three months ended March 31,
          2004 and 2003                                               4
       Consolidated statements of changes in
          shareholders' equity for the three months
          ended March 31, 2004 and 2003                               5
       Consolidated statements of cash flows
          for the three months ended March 31,
         2004 and 2003                                                 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 Matters                                              9
  Item 6. - Exhibits and Reports on Form 8-K                           9

Signatures                                                             9

Certifications                                                      10-12













                                        2


<PAGE>




                         PART I - Financial Information

 Item l.  Financial Statements:

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

                                     ASSETS
                                                               MARCH 31,          DEC. 31,
                                                                 2004               2003
                                                              -----------       -----------
                                                              (UNAUDITED)
  Current assets:
  <S>                                                         <C>               <C>
  Cash                                                        $    62,980       $    42,923
  Trade accounts receivable net of allowance for doubtful
    accounts of approximately $200,700 at March 31, 2004
    and December 31, 2003, respectively                         3,645,711         4,333,023
  Inventories                                                   6,372,019         5,315,741
  Prepaid expenses                                                150,501           193,372
                                                              -----------       -----------


      Total current assets                                     10,231,211         9,885,059
                                                              -----------       -----------

Property, plant and equipment, net                              7,454,586        7 ,506,586
                                                              -----------       -----------

Other assets:
  Trademarks, trade names and patents, net
   of accumulated amortization                                    330,439           330,439
  Funds held in escrow for equipment                               60,575           126,295
  Due from affiliated companies, net                              402,543           172,925
  Deposits and other assets                                       276,267           281,880
                                                              -----------       -----------
     Total other assets                                         1,069,824           911,539
                                                              -----------       -----------

      Total assets                                            $18,755,621       $18,303,184
                                                              ===========       ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable - trade                                    $ 2,000,031       $ 1,305,484
  Note payable - bank                                           4,600,000         4,550,000
  Current portion of long term debt                               499,604           898,964
  Income taxes payable - current                                     -               80,000
  Accrued expenses payable                                         92,681           181,439
                                                              -----------       -----------
       Total Current Liabilities                                7,192,316         7,015,887
                                                              -----------       -----------

Deferred income taxes payable                                     205,610           205,610
                                                              -----------       -----------

Long term debt, less current portion                            5,925,029         5,677,692
                                                              -----------       -----------

Shareholders' equity:
   Common stock - $.01 par value, 10,000,000 shares
      authorized; 5,277,313 and 4,960,843 shares issued
      and outstanding at March 31, 2004 and December 31,
      2003 respectively                                            52,773            49,608
   Additional paid-in capital                                   4,636,338         4,409,829
   Foreign currency translation adjustment                    (   232,785)      (   237,323)
   Retained earnings                                              984,535         1,190,076
                                                              -----------       ------------
                                                                5,440,861         5,412,190
Less cost of common stock in treasury, 7,519 shares
      at March 31, 2004 and December 31, 2003                 (     8,195)      (     8,195)
                                                              ------------      ------------
                                                                5,432,666         5,403,995
                                                              ------------      ------------

   Total liabilities and shareholders' equity                 $18,755,621       $18,303,184
                                                              ============      ============
</TABLE>
                                        3
<PAGE>

                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2004 and 2003
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                  2004             2003
                                                              -----------       -----------
<S>                                                           <C>               <C>
Gross sales                                                   $ 3,903,944       $ 3,225,770

Allowances                                                        466,358           355,003
                                                              -----------       -----------

Net sales                                                       3,437,586         2,870,767

Cost of goods sold                                              2,690,637         2,545,636
                                                              -----------       -----------

Gross profit                                                      746,949           325,131
                                                              -----------       -----------

Costs and expenses:
    Advertising and promotion                                     134,256           137,549
    Selling and administrative                                    857,403           801,940
    Interest expense                                               67,303            70,108
                                                              -----------       -----------

       Total costs and expenses                                 1,058,962         1,009,597
                                                              -----------       -----------

Operating  (loss)                                             (   312,013)      (   684,466)

Interest income                                                       472             2,408
                                                              ------------      -----------

(Loss) before income taxes                                    (   311,541)      (   682,058)

(Benefit) attributable to income taxes                        (   106,000)             -
                                                              ------------      ------------

Net (loss)                                                    (   205,541)      (   682,058)

Other comprehensive income (loss), net of tax:
    Foreign currency translation adjustment                         4,538            21,507
                                                              ------------      -----------

Comprehensive (loss)                                          ($  201,003)      ($  660,551)
                                                              ============      ============

(Loss) per common share                                       ($      .04)      ($      .14)
                                                              ============      ============

</TABLE>


     (Loss) per share was  calculated  on the basis of 5,171,823  and  4,797,716
weighted average shares of common stock outstanding for the quarters ended March
31, 2004 and 2003, 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, 2004 AND 2003
                                   (UNAUDITED)
<TABLE>
<CAPTION>

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

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

Net (loss)                                                                                 (  205,541)                   (  205,541)

Common stock issuance   316,470           3,165             226,509                                                         229,674

Foreign currency
  translation
  adjustment                                                                  4,538                                           4,538
                      ---------         -------        -----------        ----------       ----------       ---------     ----------
March 31,
  2004                5,277,313         $52,773        $ 4,636,338        ($232,785)       $  984,535        ($8,195)    $5,432,666
                      =========         =======        ===========        ==========       ==========       =========    ===========



January 1,
   2003               4,805,843         $48,058        $ 4,341,629        ($303,575)       $  845,005       ($ 8,195)    $4,922,922


Net (loss)                                                                                 (  682,058)                   (  682,058)

Foreign currency
  translation
  adjustment                                                                 21,507                                          21,507
                      ---------         -------        -----------        ----------       -----------      --------     -----------

March 31,
  2003               4,805,843          $48,058        $ 4,341,629        ($282,068)       $  162,947       ($ 8,195)    $4,262,371
                     ==========         =======        ===========        ==========       ==========       =========    ===========

</TABLE>








                                        5


<PAGE>




                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2004 and 2003
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                 2004               2003
                                                              -----------       -----------
<S>                                                           <C>               <C>
Cash flow provided (used) by operating activities:

  Net (loss)                                                  ($  205,541)      ($  682,058)

Adjustments to reconcile net income to net cash
     provided (used) by operations:
 Depreciation and amortization                                    178,025           154,882
  Changes in assets and liabilities:
  Decrease in accounts receivable                                 687,312            699,142
  (Increase) in inventories                                   ( 1,056,278)      ( 1,074,509)
  (Increase) decrease in prepaid expenses                          42,871       (    54,743)
  (Increase) decrease in accounts payable,
   accrued expenses and other                                     531,402           297,388
                                                              ------------       ------------

  Net cash provided (used) by operating activities                177,791       (   659,898)
                                                              ------------      ------------

Cash provided (used) by financing activities:
  Net increase under line of credit                                50,000       (   550,000)
  Issuance of common stock                                        229,674               -
  Net reduction (increase) in advances to affiliates          (   229,618)          379,905
  Net (reduction) in long term borrowings                     (   152,023)      (   151,019)
                                                              ------------      ------------


  Net cash (used) by financing activities                     (   101,967)      (   321,114)
                                                              ------------      ------------

Cash provided (used) by investing activities:
  Purchase property, plant, equipment, net                    (    60,305)            5,688
                                                              ------------      ------------

 Net cash used by investing activities                        (    60,305)            5,688
                                                              ------------      ------------
Increase (decrease) in cash prior to effect of
   foreign currency translation on cash                            15,519       (   975,324)

 Effect of foreign currency translation on cash                     4,538            21,507
                                                              ------------      ------------

Increase (decrease) in cash                                        20,057       (   953,817)
Cash at beginning of period                                        42,923         1,093,826
                                                              ------------      ------------

Cash at end of period                                         $    62,980       $   140,009
                                                              ============      ============

Supplemental Information:
  Cash used for interest during period                        $    67,303       $    70,108
                                                              ============      ============
  Cash used for income taxes during period                    $      -          $      -
                                                              ============      ============


The company had no cash equivalents at March 31, 2004 and 2003.

</TABLE>




                                        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, 2003 have
been reclassified to conform to the 2004 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 and  inventories,  and can aggregate a maximum
amount of $5,000,000.  The line matures on May 31, 2004.  Under the terms of the
line, the Registrant is required to maintain a minimum level of working  capital
and meet certain other financial covenants during the term of the agreement.  As
of March  31,  2004,  the  amount  outstanding  pursuant  to this  facility  was
$4,600,000  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
non compliance through May 31, 2004.

     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 facility. Such financing was secured with favorable
interest rate terms which float with current  conditions.  The present  interest
rate is approximately 1.5% per year.

     The  Registrant is currently  discussing  renewal of the line of credit and
increasing the maximum authorized borrowing under this financing  arrangement to
$6,000,000.  It is anticipated that these  discussions will finalized during May
2004.

     During March 1999, The Registrant borrowed $400,000 from an entity owned by
certain  officers of the Company.  The obligation  required  monthly payments of
principal and interest at prevailing rates through maturity during April,  2004.
During April 2004 such  obligation  was refinanced  with a principal  balance of
approximately  $365,800 and required monthly  principal and interest payments at
an annual  interest  rate of prime plus 1% through the revised  maturity  during
April 2011.

     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.

     First Quarter Trend:

     Resulting  principally  from the  recurring  seasonality  of the  Company's
products, customer promotions offered during the fourth quarter and weather, the
Company's  operations  historically  yield operating  losses during the quarters
ending  March 31. The  following  tabulation  reflects  net sales and net income
(loss) for the Registrants last five first quarters:
<TABLE>
<CAPTION>

              Quarter ended                                               Net income
                March 31,                    Net sales                      (loss)
               ----------                    ----------                    ---------


                 <S>                         <C>                           <C>
                 2004                        $3,437,586                    ($205,541)
                 2003                         2,870,767                    ( 682,058)
                 2002                         3,917,975                       56,943
                 2001                         3,233,206                    ( 309,474)
                 2000                         3,272,135                    (  10,164)
</TABLE>

     The results for such  interim  periods are not  necessarily  indicative  of
results to be expected for the full year.

                                        7



Results of Operations:

     Net sales increased  approximately  20 % or $ 567,000 for the quarter ended
March 31, 2004 when  compared to the same quarter of the  preceding  year.  Such
increase was primarily attributed to mild weather in the northern states causing
an early  start of the  boating  season and  thereby  increased  sales of marine
products

     Cost of goods sold  decreased as a percentage  of net sales when  comparing
the  quarter  ended  March 31,  2004 with the  comparable  quarter in 2003.  The
percentages  were 78.3% and 88.7 % for the quarters  ended during 2004 and 2003,
respectively. The ratio was favorably impacted by spreading the fixed element of
manufacturing  overhead  over the higher  sales  levels  experienced  during the
current  quarter.  This change was unfavorably  impacted by increasing  costs of
petroleum  based  raw  materials,  many  of  which  are  key  components  of the
Registrant's  products.  In an attempt to offset the foregoing,  the Company has
passed on price increases on certain products during the quarter ending June 30,
2004.

     Selling and administrative  expenses increased  approximately $55,000 or 7%
when  comparing  the quarters  ended March 31, 2004 and 2003.  Such increase was
primarily attributable to higher personnel costs.

     Advertising  and promotion  increased  approximately  $ 3,000 comparing the
three months ended March 31, 2004 and 2003.

     Interest expense decreased by approximately  $3,000 comparing the March 31,
2004 quarter to the corresponding quarter in 2003.


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.















                                        8


<PAGE>


                           PART II - Other Information

Item l - Legal Proceedings:  Not applicable

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:

                  On February 19, 2004 the Registrant filed a Form 8-K with the
                  United States Securities and Exchange Commission disclosing
                  that it had terminated the Letter of Intent and contemplated
                  asset purchase with Clear Cote Corporation of St. Petersburg,
                  FL without reaching a successful completion.




                                   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 14, 2004                 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


<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:

     1) 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;

     2) 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

     3)  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):

     1) 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

     2) 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:    May 14, 2004                      /s/ Peter Dornau
                                           -------------------------------------
                                           Peter G. Dornau
                                           Chairman of the Board of Directors
                                           and Chief Executive Officer






                                       10


<PAGE>


                                 CERTIFICATIONS

I, Edward Anchel 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:

     1) 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;

     2) 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

     3)  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):

     1) 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

     2) 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:    May 14, 2004                      /s/ Edward Anchel
                                           -------------------------------------
                                           Edward Anchel
                                           Chief Financial Officer





                                       11


<PAGE>

                                  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 March 31, 2004 (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:  May 14, 2004
                                           /s/ Peter Dornau
                                           -------------------------------------
                                           Peter G. Dornau
                                           Chairman of the Board of Directors
                                           and Chief Executive



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



































                                       12