U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2009

                                       OR

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

               For the transition period from ________ to ________

                         Commission file number 0-11102

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

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

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

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

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

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

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

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

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

     The number of shares of the  Registrant's  common stock  outstanding  as of
August 12, 2009, was 7,702,313.
<PAGE>

                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                                      INDEX


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

     Item 1.- Financial Statements:

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

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

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

     Notes to condensed consolidated financial statements                   6-15

     Item 2. - Management's  Discussion and Analysis of Financial
       Condition and Results of Operations                                 16-19

     Item 3 - Quantitative and Qualitative Disclosures about Market Risk     19

     Item 4 - Controls and Procedures                                        19

     Part II - Other Information:

     Item 1. - Legal Proceedings                                             20

     Item 1A. - Risk Factors                                                 20

     Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds   20

     Item 3. - Defaults upon Senior Securities                               20

     Item 4. - Submission of Matters to a Vote by Security Holders           20

     Item 5. - Other Matters                                                 20

     Item 6. - List of Exhibits                                              20

     Signatures                                                              21

     Certifications                                                        22-24

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

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

                                                                     JUNE 30, 2009      DECEMBER 31, 2008
                                                                   ----------------     -----------------
                                                                      (UNAUDITED)
                             ASSETS
<S>                                                                   <C>                  <C>
Current Assets:
Cash                                                                  $    674,600         $    527,056
Trade accounts receivable net of allowance for doubtful
accounts of approximately $186,600 and $117,600 at June 30,
2009 and December 31, 2008 respectively                                  2,366,860            1,966,223
Inventories, net                                                         7,208,122            6,564,909
Prepaid expenses and other current assets                                  181,663              365,982
                                                                      -------------        ------------

Total current assets                                                    10,431,245            9,424,170
                                                                      -------------        ------------

Property, plant and equipment, net                                       5,570,184            5,780,395
                                                                      -------------        ------------
Other assets:
Trademarks, trade names and patents, net
of accumulated amortization                                                330,439              330,439
Due from affiliated companies, net                                         194,503              910,553
Deposits and other assets                                                  122,550              184,628
                                                                      -------------        ------------

Total Other Assets                                                         647,492            1,425,620
                                                                      -------------        ------------

Total Assets                                                          $ 16,648,921         $ 16,630,185
                                                                      =============        ============

              LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Accounts payable - trade                                              $  1,155,581         $    894,193
Notes payable - bank                                                     2,300,000            2,800,000
Current portion of long term debt                                          562,522              584,537
Accrued expenses payable                                                 1,026,822              883,354
                                                                      -------------        ------------


Total Current Liabilities                                                5,044,925            5,162,084
                                                                      -------------        ------------

Long term debt, less current portion                                     3,163,652            3,434,491
                                                                      -------------        ------------

Commitments and contingencies                                                  -                    -

Shareholders' Equity:
Common stock - $.01 par value, 10,000,000 shares authorized;
8,051,316 and 7,886,816 shares issued and outstanding at
June 30, 2009 and December 31, 2008, respectively                          80,513               78,868
Additional paid in capital                                               8,074,424            7,928,269
Less cost of common stock in treasury, 351,503 shares
  at JUne 30, 2009 and December 31, 2008, respectively                (    288,013)        (    288,013)
Foreign currency translation adjustment                               (    280,476)        (    280,123)
Retained earnings                                                          853,896              594,609
                                                                      -------------        ------------
Total Shareholders' Equity                                               8,440,344            8,033,610
                                                                      -------------        ------------

Total Liabilities and Shareholders' Equity                            $ 16,648,921         $ 16,630,185
                                                                      =============        ============



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

</TABLE>

                                       3
<PAGE>

                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             FOR THE THREE MONTHS                       FOR THE SIX MONTHS
                                                                 ENDED JUNE 30,                            ENDED JUNE 30,
                                                             --------------------                       ------------------
                                                               2009              2008               2009                 2008
                                                           ------------       ------------       ------------       -------------

<S>                                                        <C>                <C>                <C>                <C>
Gross Sales                                                $5,969,103         $ 5,205,221        $10,310,457        $ 9,185,740

Allowances                                                    253,734             214,255            485,105            449,814
                                                           -----------        ------------       ------------       ------------

Net sales                                                   5,715,369           4,990,966          9,825,352          8,735,926

Cost of goods sold                                          3,750,912           3,285,957          6,411,011          6,159,781
                                                           -----------        ------------       ------------       ------------


Gross profit                                                1,964,457           1,705,009          3,414,341          2,576,145
                                                           -----------        ------------       ------------       ------------

Advertising and promotion                                     576,434             467,724            898,413            670,070
Selling and administrative                                    992,770           1,149,478          1,844,303          2,076,725
Interest expense                                               57,306              95,246            128,231            159,933
                                                           -----------        ------------       ------------       ------------


Total expenses                                              1,626,510           1,712,448          2,870,947          2,906,728
                                                           -----------        ------------       ------------       ------------

Operating Income (Loss)                                       337,947         (     7,439)           543,394        (   330,583)

Other Income (Expense)                                            -           (       822)            11,571             11,086
                                                           -----------        ------------       ------------       ------------


Income (Loss) before income taxes                             337,947         (     8,261)           554,965        (   319,497)

Income tax expense (benefit)                                  204,520               9,453            295,678        (    95,493)
                                                          -----------        ------------       ------------       ------------

Net Income (Loss)                                             133,427         (    17,714)           259,287        (   224,004)

Other comprehensive Income (Loss), net of tax
Foreign currency translation adjustment                    (   30,520)        (    62,480)       (       353)       (    63,790)
                                                           -----------        ------------       ------------       ------------

Comprehensive Income (Loss)                                $  102,907         ($   80,194)       $   258,934        ($  287,794)
                                                           ===========        ============       ============       ============

Income (Loss) per common share - basic                     $     0.02         ($     0.00)       $      0.03        ($     0.03)
                                                           ===========        ============       ============       ============
Income (Loss) per common share - diluted                   $     0.02         ($     0.00)       $      0.03        ($     0.03)
                                                           ===========        ============       ============       ============

Weighted average shares - basic                             7,699,813           7,871,816          7,644,980          7,871,816
                                                           ===========        ============       ============       ============

Weighted average shares - diluted                           7,754,205           7,871,816          7,686,937          7,871,816
                                                           ===========        ============       ============       ============

The accompanying notes are an integral  part  of these unaudited condensed  consolidated financial statements.
</TABLE>

                                       4
<PAGE>


                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                         2009             2008
                                                                      ----------       ----------
<S>                                                                   <C>              <C>
Cash flows from operating activities:

Net income (loss)                                                     $ 259,287        ($ 224,004)
Adjustment to reconcile net income (loss)
to net cash used in operations:

Depreciation and amortization                                           358,539           394,598
Stock based compensation                                                147,800            59,738
Other operating non-cash items                                          113,435            88,429

Changes in assets and liabilities:

Accounts receivable                                                   ( 469,253)           26,516
Inventory                                                             ( 690,583)       (1,687,424)
Deposits and other assets                                                62,078           102,117
Prepaid expenses                                                        184,319           132,417
Accounts payable and accrued taxes and other                            404,856           368,158
                                                                      ----------       ----------

Net cash provided by (used in) operating activities                     370,478        (  739,455)
                                                                      ----------       ----------


Cash flows from investing activities:

Purchases of property, plant and equipment                            ( 148,328)       (  178,391)
                                                                      ----------       ----------

Net cash (used in) investing activities                               ( 148,328)       (  178,391)
                                                                      ----------       ----------

Cash flows from financing activities:

Borrowings line of credit, net                                        ( 500,000)        1,150,000
Amounts due from affiliates                                             716,050        (  101,634)
Payments of long-term debt                                            ( 292,854)       (  283,724)
                                                                      ----------       ----------
Net cash provided by (used in)financing activities                    (  76,804)          764,642
                                                                      ----------       ----------

Change in cash prior to effect of exchange rate on cash                 145,346        (  153,204)
Effect of foreign exchange rate on cash                                   2,198               401
                                                                      ----------       ----------

Net increase(decrease)in cash                                           147,544        (  152,803)

Cash at beginning of period                                             527,056           750,901
                                                                      ----------       ----------

Cash at end of period                                                 $ 674,600        $  598,098
                                                                      ==========       ==========



Supplemental disclosure of cash transactions:
Cash paid for interest during period                                  $ 128,231        $  159,933
                                                                      ==========       ==========

Cash paid for income taxes during period                              $ 239,000       $     -
                                                                      ==========       ==========



The accompanying notes are an integral  part  of these unaudited condensed  consolidated financial statements
</TABLE>

                                       5
<PAGE>

     1. SUMMARY OF ACCOUNTING POLICIES

     Interim Reporting

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

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

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

     Use of estimates

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

     Reclassifications

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

     Revenue recognition

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

     Collectability of accounts receivable

     Included  in the  consolidated  balance  sheets  as of June  30,  2009  and
December 31, 2008 are allowances for doubtful accounts aggregating approximately
$186,600 and  $117,600,  respectively.  Such  amounts are based on  management's
estimates of the creditworthiness of its customers,  current economic conditions
and other historical information.  Consolidated bad debt expense charged against
operations for the six months  periods ended June 30, 2009, and 2008  aggregated
approximately a net expense of $68,600 and a net credit of $8,100 respectively.

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

     Cost of goods sold and Selling, general and administrative expenses:

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

     Inventories

     Inventories  are comprised of raw materials,  work-in  process and finished
goods and are stated at the lower of cost or market.  Cost is  determined by the
first-in,   first-out   method.   At  June  30,  2009  and  December  31,  2008,
approximately   $248,300   and  $231,200   respectively   is  reflected  in  the
accompanying   consolidated  financial  statements  as  a  reserve  for  excess,
obsolete, slow moving and shrinkage inventory adjustments.

     Share Based Compensation

     On January 1, 2006, the Company adopted  Statement of Financial  Accounting
Standards No. 123R (revised  2004),  "Share Based  Payment"  ("SFAS No.  123R"),
which requires the  measurement  and  recognition of  compensation  cost for all
share-based  payment  awards made to employees and directors  based on estimated
fair values.  The impact of forfeitures  that may occur prior to vesting is also
estimated  and  considered  in the amount  recognized.  In  December  2007,  the
Securities and Exchange  Commission (SEC) issued Staff Accounting Bulletin (SAB)
No. 110. This guidance allows companies, in certain circumstances,  to utilize a
simplified  method in determining  the expected term of stock option grants when
calculating the compensation expense to be recorded under Statement of Financial
Accounting  Standards  (SFAS) No. 123(R),  Share-Based  Payment.  The simplified
method can be used after  December  31,  2007 only if a company's  stock  option
exercise  experience does not provide a reasonable  basis upon which to estimate
the expected  option term.  Through 2008, we utilized the  simplified  method to
determine  the  expected  option  term,  based  upon the  vesting  and  original
contractual terms of the option. During 2009, we continued to use the simplified
method in accordance with SAB No. 110.

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

     In March 2008, the FASB issued SFAS No. 161,  "Disclosures about Derivative
Instruments and Hedging  Activities"  ("SFAS No. 161").  SFAS No. 161 amends and
expands the  disclosure  requirement  for FASB  Statement  No. 133,  "Derivative
Instruments  and Hedging  Activities"  ("SFAS No.  133").  It requires  enhanced
disclosure about (i) how and why an entity uses derivative instruments, (ii) how
derivative instruments and related hedged items are accounted for under SFAS No.
133 and its related  interpretations,  and (iii) how derivative  instruments and
related  hedged  items  affect  an  entity's   financial   position,   financial
performance,  and cash flows.  SFAS No. 161 is  effective  for the Company as of
January  1,  2009,  and its  impact was  immaterial  on  Company's  consolidated
financial position and results of operations.

 In September  2008, the FASB issued FSP FAS No. 133-1,  "Disclosures  about
Credit  Derivatives and Certain  Guarantees:  An Amendment of FASB Statement No.
133 and FASB  Interpretation  No. 45; and Clarification of the Effective Date of
FASB Statement No. 161." This FSP amends FASB Statement No. 133, "Accounting for
Derivative  Instruments  and  Hedging  Activities,"  to require  disclosures  by
sellers of credit derivatives, including credit derivatives embedded in a hybrid
instrument.  The FSP  also  amends  FASB  Interpretation  No.  45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect


                                       7
<PAGE>

Guarantees  of  Indebtedness  of Others," to require and  additional  disclosure
about  the  current  status  of the  payment/performance  risk  of a  guarantee.
Finally,  this FSP clarifies the Board's intent about the effective date of FASB
Statement  No.  161,  "Disclosures  about  Derivative  Instruments  and  Hedging
Activities."  FSP FAS No.  133-1 is  effective  for fiscal  years  ending  after
November 15, 2008.  The impact of FSP FAS No. 133-1 was  immaterial on Company's
consolidated financial position and results of operations.

     In December 2007, the FASB issued SFAS No. 141 (R), Business  Combinations,
and  SFAS  No.  160,   Non-controlling   Interests  in  Consolidated   Financial
Statements.  SFAS No. 141 (R)  requires an acquirer to measure the  identifiable
assets acquired,  the liabilities assumed,  and any non-controlling  interest in
the acquiree at their fair values on the  acquisition  date, with goodwill being
the  excess  value  over the net  identifiable  assets  acquired.  SFAS No.  160
clarifies that a non-controlling  interest in a subsidiary should be reported as
equity in the consolidated financial statement.  The calculation of earnings per
share will continue to be based on income  amounts  attributable  to the parent.
SFAS No. 141 (R) and SFAS No. 160 are effective for financial  statements issued
for  fiscal  years  beginning  after  December  15,  2008.  Early  adoption  was
prohibited.  SFAS  No.  141 (R) and  SFAS  No.  160  did  not  impact  Company's
consolidated financial position and results of operations.

     In April 2008, the FASB issued FSP 142-3, "Determination of the Useful Life
of Intangible Assets",  (FSP 142-3). FSP 142-3 amends the factors that should be
considered in developing renewal or extension  assumptions used to determine the
useful life of a recognized  intangible asset under SFAS No. 142,  "Goodwill and
Other  Intangible  Assets".  FSP 142-3 is effective  for fiscal years  beginning
after  December 15, 2008.  The FSP142-3 had no impact on Company's  consolidated
financial position and results of operations.

     In May 2008,  the FASB issued SFAS No. 162,  "The  Hierarchy  of  Generally
Accepted  Accounting  Principles."  SFAS  No.  162  identifies  the  sources  of
accounting  principles and provides  entities with a framework for selecting the
principles  used in  preparation  of  financial  statements  that are  presented
inconformity  with  GAAP.  The  hierarchical  guidance  provided  by FAS 162 was
effective  for the Company on January 1st,  2009 and did not have a  significant
impact on the Company's financial statements.

     In  May,  2008  the  FASB  issued  FASB  Staff  Position  (FSP)  APB  14-1,
"Accounting for Convertible  Debt  Instruments  That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement)." APB 14-1 requires the issuer to
separately  account for the liability and equity  components of convertible debt
instruments in a manner that reflects the issuer's nonconvertible debt borrowing
rate. The guidance results in companies  recognizing  higher interest expense in
the statement of  operations  due to  amortization  of the discount that results
from separating the liability and equity components.  APB 14-1 was effective for
financial  statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years.  Adopting APB 14-1 did not impact
Company's consolidated financial statements.

     In June 2008,  the FASB issued FSP No. EITF  03-6-1,  "Determining  Whether
Instruments  Granted  in  Share-Based  Payment  Transactions  Are  Participating
Securities".  This FASB  Staff  Position  (FSP)  addresses  whether  instruments
granted in share-based payment  transactions are participating  securities prior
to vesting and,  therefore,  need to be included in the earnings  allocation  in
computing  earnings  per share (EPS) under the  two-class  method  described  in
paragraphs  60 and 61 of FASB  Statement No. 128,  Earnings per Share.  This FSP
provides that unvested  share-based  payment awards that contain non forfeitable
rights to  dividends  or  dividend  equivalents  (whether  paid or  unpaid)  are
participating  securities  and  shall  be  included  in the  computation  of EPS
pursuant to the  two-class  method.  The  provisions  of FSP No. 03-6-1 shall be
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2008, and interim periods within those years.  All prior-period EPS
data presented shall be adjusted  retrospectively  (including  interim financial
statements,  summaries of earnings,  and selected  financial data) to conform to
the provisions of this FSP. Early  application is not permitted.  The provisions
of FSP No.  03-6-1 were  effective  for the Company  retroactively  in the first
quarter  ended March 31, 2009.  The impact of adoption of FSP No. EITF 03-6-1 on
the  calculation  and  presentation  of earnings  per share in its  consolidated
financial statements was immaterial.

                                       8
<PAGE>
     In October 2008,  the FASB issued FASB Staff  Position (FSP) FAS No. 157-3,
"Determining  the Fair Value of a Financial Asset When the Market for That Asset
is Not Active." This FSP clarifies the  application of SFAS No. 157, "Fair Value
Measurements,"  in a market that is not active.  The FSP also provides  examples
for  determining  the fair value of a  financial  asset when the market for that
financial  asset is not active.  FSP FAS No. 157-3 was effective  upon issuance,
including prior periods for which financial statements have not been issued. The
impact of  adoption  of FSP FAS No.  157-3  was not  material  to the  Company's
consolidated financial condition or results of operations.


     In September  2008,  the FASB issued EITF Issue No. 08-5 ("EITF No. 08-5"),
"Issuer's  Accounting for Liabilities  Measured at Fair Value with a Third-Party
Credit  Enhancement."  This FSP  determines an issuer's unit of accounting for a
liability issued with an inseparable  third-party  credit enhancement when it is
measured or disclosed at fair value on a recurring  basis.  FSP EITF No. 08-5 is
effective on a prospective  basis in the first reporting  period beginning on or
after  December  15,  2008.  The impact of FSP EITF No. 08-5 was  immaterial  on
Company's consolidated financial position and results of operations.

     3. RECENT ACCOUNTING PRONOUNCEMENTS

     In April 2009, the FASB issued FASB Staff Position FAS-157-4,  "Determining
Whether a Market Is Not Active and a Transaction  Is Not  Distressed"  ("FSP FAS
157-4").  FSP FAS 157-4 provides  guidelines for making fair value  measurements
more  consistent  with the  principles  presented  in SFAS  157.  FSP FAS  157-4
provides  additional  authoritative  guidance in determining whether a market is
active or inactive and whether a  transaction  is  distressed.  FSP FAS 157-4 is
applicable to all assets and liabilities (i.e. financial and non -financial) and
will require  enhanced  disclosures.  FSP FAS 157-4 is required to be adopted no
later than the periods  ending after June 15, 2009. We are  currently  assessing
the  potential  impact  of the  adoption  of FSP FAS  157-4 on our  consolidated
financial statement disclosures.

     In April 2009, the FASB issued FASB Staff Position FAS 115-2 and FAS 124-2,
"Recognition and  Presentation of  Other-Than-Temporary  Impairments"  ("FSP FAS
115-2")  and  ("FSP  FAS  124-2").  FSP FAS  115-2  and FSP  FAS  124-2  provide
additional  guidance to provide  greater  clarity about the credit and noncredit
component of another-than-temporary impairment event and to improve presentation
and disclosure of other than temporary  impairments in the financial statements.
FSP FAS 115-2 and FSP FAS 124-2 are  required  to be  adopted  no later than the
periods  ending after June 15, 2009.  We are  currently  assessing the potential
impact of the adoption of FSP FAS 115-2 on our consolidated  financial statement
disclosures.

     In April 2009,  the FASB issued FASB Staff Position FAS 107-1 and APB 28-1,
"Interim  Disclosures  about  Fair  Value of  Financial  Instruments"  ("FSP FAS
107-1")  and  ("APB  28-1").  FSP FAS  107-1  amends  FASB  Statement  No.  107,
"Disclosures about Fair Value of Financial Instruments",  to require disclosures
about  fair  value of  financial  instruments  in  interim  as well as in annual
financial   statements  and  amends  APB  Opinion  No.  28  "Interim   Financial
Reporting",  to require those disclosures in interim financial  statements.  FSP
FAS 107-1 and APB 28-1 are  required  to be adopted  no later  than the  periods
ending after June 15, 2009. We are currently  assessing the potential  impact of
the  adoption  of  FSP  FAS  107-1  on  our  consolidated   financial  statement
disclosures.

     In April 2009,  the FASB issued FASB Staff  Position  (FSP) No.  141(R) - 1
"Accounting  for  Assets   Acquired  and  Liabilities   Assumed  in  a  Business
Combination  that Arise  from  Contingencies."  This FSP deals with the  initial
recognition  and  measurement of an asset  acquired or a liability  assumed in a
business  combination  that  arises  from a  contingency  provided  the asset or
liability's  fair value on the date of acquisition  can be  determined.  This is
effective  for assets or  liabilities  arising  from  contingencies  in business
combinations that occur following the start of the first fiscal year that begins
on or after  December 15, 2008. At this time,  this FSP is not applicable to the
Company

     On June 29,  2009 the  FASB  issued  SFAS No.  168,  "The  FASB  Accounting
Standards  Codification  and the  Hierarchy  of  Generally  Accepted  Accounting
Principles",  and, in doing so,  authorized the  Codification as the sole source
for  authoritative  U.S.  GAAP.  SFAS No. 168 will be  effective  for  financial
statements  issued for interim  reporting  periods that end after  September 15,
2009.  Once it's effective,  it will supersede all accounting  standards in U.S.
GAAP,  aside from those issued by the SEC. SFAS No. 168 replaces SFAS No. 162 to
establish a new hierarchy of GAAP sources for  non-governmental  entities  under
the FASB Accounting Standards Codification.  This SFAS is not expected to have a
material impact on our consolidated  financial position,  results of operations,
and cash flows.

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

                                       9
<PAGE>
     4. INVENTORIES

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

<TABLE>
<CAPTION>
<S>                                <C>                <C>
                                       2009               2008
                                   ------------       ------------
Raw Materials                      $ 3,609,611        $ 3,254,212
Finished Goods                       3,846,836          3,541,908
                                   ------------       ------------
                                     7,456,447          6,796,120
Less: Inventory Reserve            (   248,325)       (   231,211)
                                   ------------       ------------
Inventory - Net                    $ 7,208,122        $ 6,564,909
                                   ============       ============
</TABLE>

     At June  30,  2009 and  December  31,  2008,  inventory  reserves  included
approximately  $248,325 and $231,211 reserve for excess,  obsolete,  slow moving
and shrinkage inventory adjustments.

     5. PROPERTY, PLANT & EQUIPMENT

     The Company's property,  plant, and equipment consisted of the following at
June 30, 2009 and December 31, 2008:

                                            <TABLE>
<CAPTION>
                                                   Estimated
                                                   Useful Life-
                                                      Years          2009           2008
                                                 -------------  ----------    ------------
<S>                                                             <C>           <C>
Land                                                   N/A      $  278,325    $   278,325
Building                                                30       4,392,430      4,389,154
Manufacturing and warehouse equipment                 6-20       6,759,574      6,592,558
Office equipment and furniture                         3-5         533,879        525,734
Leasehold Improvements                                 10-15       122,644        122,644
Construction in process                                N/A          41,820         71,929
                                                               -----------    ------------
                                                                12,128,672     11,980,344
Less Accumulated depreciation                                    6,558,488      6,199,949
                                                               -----------    ------------
Total property, plant and equipment - net                      $ 5,570,184    $ 5,780,395
                                                               ===========    ============
</TABLE>

     6. NOTES PAYABLE TO BANK

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


                                       10
<PAGE>
     This  financing  matured on May 31, 2008,  and was renewed for three years.
Such line  matures  May 31,  2011,  bears  interest at the 30 Day LIBOR plus 250
basis points  (approximately  2.8% at June 30, 2009) and is secured by our trade
receivables,  inventory,  and intangible assets.  The terms,  including required
financial  covenants  relating to maintaining  minimum  working  capital levels,
maintaining stipulated debt to tangible net worth, and adhering to debt coverage
ratios,  and  collaterals  were  substantially  unchanged.  We are  required  to
maintain  a minimum  working  capital of $1.5  million  and meet  certain  other
financial  covenants  during  the term of the  agreement.  At June 30,  2009 the
Company was in compliance with its debt covenants.  As of June 30, 2009, we were
obligated under this arrangement in the amount of $2,300,000.

7.  LONG-TERM DEBT

     In connection with the purchase and expansion of the Alabama facility,  the
Company  secured  financing with Industrial  Development  Bonds during 1997. The
proceeds  were  utilized  for both the  repayment  of certain  advances  used to
purchase the Alabama  facility and to expand such facility for our future needs.
During July 2002, we completed a second  Industrial  Development  Bond financing
aggregating  $3.5 million through the City of Montgomery,  AL. Such  transaction
funded an approximate 70,000 square foot addition to the manufacturing  facility
as well as the remaining  machinery and equipment  additions  required  therein.
This project was  substantially  completed  during 2003.  Both bear  interest at
tax-free rates that adjust weekly.  Principal and accrued interest  retiring the
underlying bonds are payable  quarterly through March 2012 and July 2017 for the
1997 and 2002 series,  respectively.  At June 30, 2009,  $935,000 and $2,660,000
were outstanding attributable to the 1997 and 2002 series, respectively.  During
the six months ended June 30, 2009 interest rates ranged between 2.3% and 2.8%.

     Repayment of the bonds is guaranteed by a substitute  irrevocable letter of
credit  for the 1997  bonds and an  irrevocable  letter  of credit  for the 2002
bonds,  both issued by Regions Bank,  the  Company's  primary  commercial  bank.
Security  for the Letters of Credit is a priority  first  mortgage on the Kinpak
facility and collateral on Kinpak manufacturing equipment. Under such letters of
credit agreements maturing on July 31, 2009, renewable annually, we are required
to maintain a stipulated level of working capital,  a designated maximum debt to
tangible ratio, and a required debt service coverage ratio. The Company has been
in compliance  with its debt  covenants  since the  origination  of such standby
letters of credit.  On February 10, 2009 the Company received  notification that
its City of Montgomery,  AL Series 1997 and Series 2002 Industrial Revenue Bonds
with an approximate  balance of $1,105,000 and  $2,720,000,  respectively,  were
tendered by various bondholders.  At June 30, 2009, $935,000 and $2,660,000 were
outstanding,  respectively.  There  has been no  default  on these  bonds by the
Company.  It is the  understanding  of the Company  that due to the tight credit
markets,  these  bonds were  tendered.  As a result the  Company is  temporarily
obligated  to its  primary  commercial  bank  until the credit  market  improves
sufficiently to remarket these bonds. The interest rate on the loans during this
period was prime rate plus 2%, or approximately 5.25% at June 30, 2009.

     Interest expenses on such long term debt for the six months ending June 30,
2009 were  approximately  $87,000.  Principal and accrued interest  retiring the
underlying bonds are payable  quarterly through March 2012 and July 2017 for the
1997 and 2002 series, respectively.

     During 2009, the Company's  subsidiary Kinpak Inc., was obligated  pursuant
to various capital lease agreements covering equipment utilized in the Company's
Alabama plant. Such obligations,  aggregating  approximately $28,900 at June 30,
2009, have varying maturities through 2012 and carry interest rates ranging from
7% to 12%.

     On April 12, 2005 the Company  entered  into a  financing  obligation  with
Regions Bank whereby the bank advanced the Company $500,000 to finance equipment
acquisitions  at  the  Kinpak  facility.  Such  obligation  is  due  in  monthly
installments of principal  aggregating  approximately $8,300 plus interest.  The
outstanding  balance  on this  obligation  at June 30,  2009  was  approximately
$83,400.  Interest rate is calculated at LIBOR plus 2.5% per annum, respectively
2.8% at June 30, 2009, through the maturity on April 15, 2010. Interest incurred
for the six months period ended on June 30, 2009 was approximately $1,500.


                                       11
<PAGE>
     The composition of these obligations at June 30, 2009 and December 31, 2008
were as follows:

<TABLE>
<CAPTION>
                                           Current Portion                  Long Term Portion
                                       -----------------------        --------------------------
                                         2009          2008               2009          2008
                                       ----------   ----------        -----------   ------------
<S>                                    <C>          <C>               <C>           <C>
Industrial Development Bonds           $ 460,000    $ 460,000         $3,135,000    $3,365,000
Notes Payable                             83,350       99,996                -          33,352
Capitalized equipment leases              19,172       24,541             28,652        36,139
                                       ----------   ----------        -----------  -------------

                                       $ 562,522    $ 584,537         $3,163,652    $3,434,491
                                       ==========   ==========        ===========  =============

</TABLE>
     Required  principal payment  obligations  attributable to the foregoing are
tabulated below:

     Twelve month period ending June 30,

        2010                  $  562,522
        2011                     474,590
        2012                     467,789
        2013                     441,272
        2014                     440,000
        Thereafter             1,340,000
                              ----------
        Total                 $3,726,173
                              ==========

     8. RELATED PARTY TRANSACTIONS

     At June 30, 2009 and December 31, 2008, the Company had amounts  receivable
from and payable to  affiliated  companies,  which are directly or  beneficially
owned by the Company's president,  aggregating on a net basis to a receivable of
approximately $194,500 and $910,600 respectively. Such amounts result from sales
and transfers to the  affiliates,  as well as  allocations  of  management  fees
incurred by the Company on the affiliates' behalf, and funds advanced to or from
the Company.

     Sales to such  affiliates  were sold at cost of  material  and labor plus a
profit covering  manufacturing  overhead costs. In addition,  the affiliates are
charged for their allocable share of administrative expenses of the Company. The
sales and transfers to affiliates aggregated approximately $601,400 and $298,700
during the six months  ended June 30, 2009 and 2008,  and  $285,000 and $103,300
for the three  months  ended  June 30,  2009 and 2008,  respectively.  Allocable
administrative fees aggregated $125,000 for the six months period ended June 30,
2009.

     Such transactions were made in the ordinary course of business but were not
made on  substantially  the same terms and conditions as those prevailing at the
same time for comparable transactions with other customers.  Management believes
that the sales  transactions  did not involve  more than  normal  credit risk or
present other unfavorable features.

     A subsidiary of ours currently uses the services of an entity that is owned
by our  president  to conduct  product  research  and  development.  Such entity
received  $15,000  during the six months  periods  ended June 30,  2009 and 2008
under such relationship.

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

                                       12
<PAGE>
     9. COMMITMENTS

     On May 1, 2008,  the Company  renewed for ten years the existing  lease for
approximately  12,700  square feet of office and  warehouse  facilities  in Fort
Lauderdale,  Florida  from an entity  owned by certain  officers of the Company,
with unchanged conditions.  The lease still requires a minimum rental of $94,800
plus applicable  taxes for the first year and provides for a maximum 2% increase
on the anniversary of the lease throughout the term. Additionally,  the landlord
is entitled to reimbursement of all taxes,  assessments,  and any other expenses
that arise from ownership.  The landlord  reserves the right under the agreement
to review the terms of the lease at 3, 6, and 9 year  intervals in order to make
modifications for market conditions. Total rent charged to operations during the
six months  period  ended June 30,  2009,  and 2008  amounted  to  approximately
$54,600 and $55,200 respectively.

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

        Twelve month period ending June 30,

             2010                   $102,839
             2011                    104,896
             2012                    106,994
             2013                    109,134
             2014                    111,317
             Thereafter              447,564
                                    --------
             TOTAL                  $982,744
                                    ========

     10. EARNINGS PER SHARE
<TABLE>
<CAPTION>
                                                    Three months                               Six months
                                                    ended June 30,                            ended June 30,
                                                    --------------                            --------------
                                               2009               2008                  2009              2008
                                               ----               ----                  ----              ----
<S>                                          <C>               <C>                    <C>               <C>
Weighted-average common
  shares outstanding                         7,699,813         7,871,816              7,644,980         7,871,816
Dilutive effect of stock plans,
  other options & conversion rights             54,392               -                   41,957               -
                                             ---------         ---------              ---------         ---------
Diluted weighted-average shares
  outstanding                                7,754,205         7,871,816              7,686,937         7,871,816
                                             =========         =========              =========         =========
</TABLE>

     11. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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

     Non-Qualified  (NQ's) - Common Stock  Options  Awards as  Compensation  -On
January 11, 2009 the Company's outside directors,  received  compensation in the
form of  non-qualified  common stock  options.  Each outside  director  received
10,000 non-qualified common stock options which vest immediately,  or a total of
50,000  non-qualified  options were granted.  Non qualified  options  granted to
outside Directors have a 10 year life and are immediately exercisable.

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




                                       13
<PAGE>
     The fair value of each option grant was estimated  using the  Black-Scholes
option pricing model with the following assumptions: risk free rate ranging from
1.51% to 1.69%, no dividend yield for all years,  expected life from three years
to  five  years  and  volatility  of  approximately  99.9%.   Compensation  cost
recognized  during the six months  period  ended June 30, 2009  attributable  to
stock  options  amounted  to  approximately  $93,100.  Compensation  costs to be
recognized over 2009 is  approximately  $93,300.  As of June 30, 2009, there was
approximately  $361,900 of  unrecognized  compensation  cost related to unvested
share  based  compensation  arrangements.  That  cost  will be  charged  against
operations as the respective options vest through December, 2013.

     The number of options  outstanding  and the number of shares  available for
grant under each Stock Options qualified and non-qualified  plan options,  as of
June 30, 2009, is presented below:

<TABLE>
<CAPTION>
<S>               <C>                      <C>
                                           Options Available
Plan              Options Outstanding         for Grant
----------         ---------------         --------------
 NON-PLAN:          115,000 shares           N/A
 1994 PLAN          154,500 shares           None
 2002 PLAN          133,000 shares           None
 2007 PLAN          321,000 shares          79,000 shares
 2008 PLAN          159,500 shares         240,500 shares
 2002 PLAN NQ       185,000 shares          15,000 shares
 2008 PLAN NQ        50,000 shares         150,000 shares
                  ----------------         --------------
 Total            1,118,000 shares         484,500 shares
                  ================         ==============

</TABLE>

     The following schedule reflects the detailed status of outstanding  options
under the Company's four incentive stock option and two non-qualified  plans and
a non plan non qualified stock option as of June 30, 2009:

<TABLE>
<CAPTION>
       <S>                <C>            <C>                 <C>          <C>          <C>               <C>
                                                                                                      Weighted
                           Date          Options        Exercisable   Exercise     Expiration          average
          Plan             granted      outstanding        options       price         date         remaining life
       --------           ----------       -------      ------------  --------     --------------   --------------
       Non Plan           03/25/2009       115,000           115,000      0.55         03/24/2014        4.7
           1994           10/26/2004       154,500           123,600      1.05         10/25/2009         .3
           2002           11/06/2006       133,000            53,200      0.93         11/05/2011        2.4
           2007           05/17/2007       162,500            65,000      1.66         05/16/2012        2.9
           2007           10/08/2007         2,000               400      1.87         10/07/2012        3.3
           2007           12/17/2007       156,500            31,300      1.32         12/16/2012        3.5
           2008           08/25/2008       159,500             -           .97         08/21/2013        4.1
         2002NQ           10/22/2002        35,000            35,000      1.26         10/21/2012        3.3
         2002NQ           06/20/2003        30,000            30,000      1.03         06/19/2013        4.0
         2002NQ           05/25/2004        40,000            40,000      1.46         05/24/2014        4.9
         2002NQ           04/03/2006        30,000            30,000      1.08         04/02/2016        6.8
         2002NQ           12/17/2007        50,000            50,000      1.32         12/16/2017        8.5
         2008NQ           01/11/2009        50,000            50,000       .69         01/10/2019        9.5
                                         ---------           -------      ----                          ----
                                         1,118,000           623,500      1.12                           3.7
                                         =========           =======      ====                          ====
</TABLE>

     A summary of the Company's  stock options as of June 30, 2009,  and changes
during the six month period ended June 30, 2009, is presented below:


Plan options outstanding at
 January 1, 2009                        1,090,000           $1.26
Options granted                            50,000             .69
Options exercised                              -                -
Options forfeited or expired             (137,000)           1.62
                                        ----------          ------
Plan options outstanding at
 March 31, 2009                         1,003,000            1.18
Non plan options                          115,000             .55
                                        ----------           -----
Totals                                  1,118,000           $1.12
                                        =========           =====

     Incentive  Stock Options  issued on March 2, 2004 with a five year vesting,
expired on March 1, 2009.

                                       14
<PAGE>
     Restricted Stock Awards as Compensation

     During February 2009 we issued 164,500 shares of our common stock bearing a
restricted  legend to certain officers and other key employees as a component of
their compensation.  At the date of grant the shares had a market value of $0.69
each. Shares were granted as follows:

      Officers:

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

      Other employees, as a group (16 individuals)    89,500 shares
                                                     -------
      Total restricted shares awarded                164,500 shares
                                                     =======

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


     12. SUBSEQUENT EVENTS

     Common stock  trading:  given  exceptional  market  conditions,  NASDAQ has
determined to suspend  enforcement of the bid price and market value of publicly
held shares requirements. As extended, the suspension remained in effect through
July 31, 2009.  After this date, the Company has to regain  compliance  with the
$1.00 minimum bid price for continued  listing as required in  Marketplace  Rule
4310 (c)(4).

     The  Company  received a letter from  Nasdaq on July 13,  2009.  NASDAQ has
reinstated  the rules on Monday,  August 3, 2009, for the minimum $1 closing bid
price.   Following  the  reinstatement  of  Marketplace  Rule  4310  (c)(4),  in
accordance  with  Marketplace  Rule  4310(c)(8)(D),  the company will have until
January 29, 2010, to regain compliance,  by achieving a $1 closing bid price for
a minimum of 10 consecutive trading days.

     If compliance  with this Rule cannot be  demonstrated  by January 29, 2010,
Staff will determine whether the Company meets the NASDAQ Capital Market initial
listing  criteria as set forth in Marketplace  Rule 4310(c),  except for the bid
price requirement.  If it meets the initial listing criteria,  Staff will notify
the Company that it may be granted an  additional  180  calendar day  compliance
period.  If the Company is not eligible  for an  additional  compliance  period,
Staff will provide written  notification  that the Company's  securities will be
delisted.  At that time, the Company may appeal Staff's  determination to delist
its securities to a Listing Qualifications Panel.



                                       15
<PAGE>
     Item 2.  Management's  Discussion and Analysis of Financial  Conditions and
Results of Operations

     Forward-looking Statements:

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

     Overview:

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

     Critical accounting policies and estimates:

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

     Liquidity and Capital Resources:

     The primary sources of our liquidity are our operations and borrowings from
Regions Bank pursuant to a revolving line of credit  aggregating $6 million.  On
May 31, 2008 this line of credit was renewed for three years.  Such line matures
May  31,  2011,  bears  interest  at the 30 Day  LIBOR  plus  250  basis  points
(approximately  2.8% at June 30, 2009) and is secured by our trade  receivables,
inventory,  and intangible assets. We are required to maintain a minimum working
capital of $1.5 million and meet certain other  financial  covenants  during the
term of the agreement.  At June 30, 2009 the Company was in compliance  with its
debt  covenants,  and was  obligated  under  this  arrangement  in the amount of
$2,300,000.

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

     The bonds maturity dates are respectively  March 2012 and July 2017 for the
1997 and 2002 series bonds.

                                       16
<PAGE>
     In order to market the Industrial  Development Bonds at favorable  interest
rates the Company  obtained a  substitute  irrevocable  letter of credit for the
1997  issue  and a new  irrevocable  letter of credit  for the 2002  issue  from
Regions Bank. Under such letters of credit agreements maturing on July 31, 2009,
renewable  annually,  we are required to maintain a stipulated  level of working
capital,  a  designated  maximum  debt to tangible  ratio,  and a required  debt
service  coverage ratio.  Such letters of credit are secured by a first priority
mortgage  on  the   underlying   Alabama   facility  and  collateral  on  Kinpak
manufacturing equipment.

     The bonds are marketed  weekly at the prevailing  rates for such tax-exempt
instruments.  Principal and accrued  interest  retiring the underlying bonds are
payable quarterly through March 2012 and July 2017 for the 1997 and 2002 series,
respectively.  At June  30,  2009,  $935,000  and  $2,660,000  were  outstanding
attributable  to the 1997 and 2002 series,  respectively.  During the six months
ended June 30, 2009 interest rates ranged between 2.3% and 2.8%.

     Repayment of the bonds is  guaranteed  by a Letter of Credit  issued by the
Company's  primary  commercial  bank - Regions Bank.  Security for the Letter of
Credit is a priority  first  mortgage on the Kinpak  facility and  collateral on
Kinpak  manufacturing  equipment.  On February  10,  2009 the  Company  received
notification  that its City of  Montgomery,  AL  Series  1997  and  Series  2002
Industrial  Revenue  Bonds  with  an  approximate   balance  of  $1,105,000  and
$2,720,000,  respectively,  were  tendered by various  bondholders.  At June 30,
2009, $935,000 and $2,660,000 were outstanding,  respectively. There has been no
default on these bonds by the Company.  It is the  understanding  of the Company
that due to the tight credit markets, these bonds were tendered. As a result the
Company has been temporarily  obligated to its primary commercial bank until the
credit markets improve  sufficiently to remarket these bonds.  The interest rate
on the loans during this period was prime rate plus 2%, or approximately  5.25%.
We believe current operations are sufficient to meet these obligations. Interest
expenses on such notes were approximately $87,000 for the six months ending June
30, 2009 and $40,300 for the three months ending June 30, 2009.

     On April 12, 2005 we entered into a financing  obligation with Regions Bank
whereby  they  advanced  us $500,000 to finance  equipment  acquisitions  at our
Kinpak  facility.  Such  obligation is due in monthly  installments of principal
aggregating   approximately  $8,300  plus  interest  at  prevailing  rates.  The
outstanding  balance and interest  rate on this  obligation at June 30, 2009 was
approximately  $83,400  and  interest  rate is LIBOR  plus  2.5% per  annum  (or
approximately 2.8% at June 30, 2009).

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

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

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

     As of June 30, 2009 and through the date hereof, we did not and do not have
any  material  commitments  for capital  expenditures,  nor do we have any other
present  commitment  that is likely to result  in our  liquidity  increasing  or
decreasing in any material way. In addition,  except for our need for additional
capital to finance inventory purchases,  we know of no trend, additional demand,
event,  or  uncertainty  that will  result in, or that is  reasonably  likely to
result in, our liquidity increasing or decreasing in any material way.

                                       17
<PAGE>
     Results of Operations:

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

     Net sales were approximately $5,715,000 for the three months ended June 30,
2009 compared to  $4,991,000  for the  comparative  quarter 2008, an increase of
approximately  $724,000  or 14.5%.  The Company  increased  its sales of private
label marine products to existing  customers as well as two newer customers.  In
addition  the  Company  also  increased  sales of its fuel  treatment  product -
StarTron,  into newer  markets - automotive,  powers  sports and  hardware.  The
addition of up to 10% ethanol in gasoline has caused engine problems,  which has
created increased demand for StarTron. The increase in total sales was partially
offset by a decrease  in sales to  Boater's  World  which  filed for  bankruptcy
protection early in 2009.

     Cost of goods sold as a percentage of sales were approximately the same for
the  comparative  quarters  65.6% in 2009 and  65.8%  for the  comparative  2008
quarter.  The Company sold a higher mix of lower margin  private label  products
(higher  cost as a percent of sales) in the 2nd quarter  2009  compared to 2008.
The decrease in margins were approximately  offset by a decrease in raw material
costs for the  comparative  quarters  due to a decrease in the  current  cost of
petroleum based raw materials.

     Advertising and promotion expenses were approximately  $576,000 compared to
$468,000 for the  comparative  2008 second  quarter.  The increase in expense of
approximately  $108,000  was a result of  increased  customer  cooperative.  and
catalog  allowances.  In addition,  the Company  increased its brand  awareness,
advertising  on TV,  radio and print  advertising  for both  trade and  consumer
publications.

     Selling and  administrative  expenses decreased  approximately  $156,000 to
$993,000 from $1,149,000,  for the comparative second quarters.  The Company has
controlled  its expense  levels on a  comparative  basis,  with lower  operating
expenses for travel and  entertainment.  This is a result of the  utilization of
current technologies and the use of video conferencing with customers, resulting
in lower travel and related costs. In addition  auditing and legal services were
lower.   These  lower  expenses  were  partially   offset  by  higher  non  cash
compensation  expenses  for stock  awards  and stock  options,  in  addition  to
increased allowance for bad debt expense. The Company also had higher allocation
of administrative expenses to affiliated companies for administrative services.

     Interest expense  decreased by approximately  $38,000 for the quarter ended
June 30,  2009 to $57,000  compared to the  corresponding  quarter of $95,000 in
2008. The lower interest  expense is a result in lower overall interest rates on
the Company's revolving line of credit, partially offset by higher interest cost
in the Company's IRB's which were tended in the first quarter of this year.

     Operating income increased to approximately $338,000 from a loss of $7,000,
for the comparative 2008 second quarter,  a change of $345,000 or 4643%. This is
a result of higher sales volume and lower operating expenses.

     Income  taxes - the  Company  had income  tax  expense  for the  quarter of
$204,500, as a result of the Company being in a tax paying position, as compared
to the comparative quarter 2008 in which the Company was in a loss position.

     Net profit for the quarter ended June 30, 2009 was  approximately  $133,000
compared to a net loss of  approximately  $18,000 for the  comparable  period in
2008.


     For the Six Months  Ended June 30, 2009  Compared  to the Six Months  Ended
June 30, 2008

     Net sales were  approximately  $9,825,000 for the six months ended June 30,
2009  compared to $8,736,000  for the  comparative  2008 period,  an increase of
approximately  $1,089,000 or 12.5%.  The Company  increased its sales of private
label marine products to new and existing customers.  The Company also increased
sales of its branded  marine  products,  in addition to  expanding  sales of its
higher quality oils and antifreeze.  The increase in sales was partially  offset
by a decrease in sales to Boater's World which filed for  bankruptcy  protection
in the 1st quarter 2009.

     Cost of goods sold as a  percentage  of sales  decreased  to 65.2% of sales
compared to 70.5% for the comparative 2008 period.  This decrease in the cost of
goods sold percentage of 5.3% was primarily a result of decreased oil prices and
the resulting  decrease in the Company's raw material  costs.  In addition,  the
Company's  freight  expense  decreased as a result of lower  petroleum costs and
higher mix of customers with selling terms of FOB shipping point.

                                       18
<PAGE>
     Advertising and promotion expenses were approximately  $898,000 compared to
$670,000 for the comparative 2008 period. The increase in advertising expense of
approximately   $228,000  was  a  result  of  increased  customer   cooperative,
promotional,  and  catalog  allowances.  We also  increased  consumer  and trade
advertising  in TV,  radio and print.  This year we also  initiated  advertising
programs on the internet, on both Face Book and Twitter.

     Selling and  administrative  expenses decreased  approximately  $232,000 to
$1,844,000 from $2,076,000, for comparative periods. The Company has implemented
cost control  programs in 2008.  This has resulted in lower  expenses for salary
and wages,  audit and legal  services,  lower selling  travel  expenses,  as the
Company has implemented a program to utilize video conferencing  reducing travel
expense in certain  instances.  In addition the Company had higher allocation of
administrative  services  charged to affiliated  companies  offset by additional
allowance  for bad debts and non cash  compensation  expense  for both stock and
stock options awards.

     Interest  expense  decreased  by  approximately  $32,000 for the six months
ended June 30, 2009 to $128,000 from $160,000 for the corresponding 2008 period.
The decrease is a result of the lower interest costs on the Company's  revolving
line of credit  partially  offset by higher  interest costs on the Company's IRB
loans  which  were  tendered  in  February  2009.  The  interest  rate on  these
obligations during this period was prime rate plus 2%, or approximately 5.25%.

     Operating  income  increased  to  approximately  $543,000  from a  loss  of
$331,000 a change of $874,000 or 264%.  This is a result of higher sales volume,
higher gross margin percent, and lower operating expenses.

     Income  taxes - The  Company  had income tax expense for the six months for
approximately  $296,000,  as a  result  of the  Company  being  in a tax  paying
position  as  compared  to the  prior  year in which the  Company  was in a loss
position.

     Net  profit  for the six  months  ended  June 30,  2009  was  approximately
$259,000 compared to a net loss of $224,000 for the comparable period in 2008 an
increase of $483,000 or 216%.


     Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Not Applicable


     Item 4. Controls and Procedures

     Evaluation of Disclosure Controls and Procedures:

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

     Changes in Internal Control Over Financial Reporting.

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


                                       19
<PAGE>
                           PART II - OTHER INFORMATION

     Item 1. - Legal Proceedings

     We are not a party to any material litigation presently pending nor, to the
best knowledge of the Company, have any such proceedings been threatened.

     Item 1A. - Risk Factors

     Not Applicable

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

     None.

     Item 3. - Defaults Upon Senior Securities

     None.

     Item 4 - Submission of Matters to Vote of Security Holders

                                For       Against        Abstain
Proposal 1                  ---------     -------        -------
Election of Directors

Peter G. Dornau             5,796,770          -          302,335

Edward Anchel               5,745,831          -          353,267

Jeffrey S. Barocas          5,745,831          -          353,274

Sonia B. Beard              5,659,270          -          439,835

Gregor M. Dornau            6,069,169          -           29,937

William W. Dudman           5,745,287          -          353,817

James M. Kolisch            5,745,287          -          353,871

Laz L. Schneider            5,745,831          -          353,817

John B. Turner              5,775,012          -          324,093


Proposal 2.
Shareholders ratifiation and approval for the issuance of
previously issued restricted common stock issued to
employees as compensation


                            5,753,371        4,299        320,061


Proposal 3.
Approval for the appointment of Kramer, Weisman & Associates,
Certified Public  Accountants & Consultants, as independent auditors
for the year ending December 31, 2009.

                            5,753,846        3,716        320,169


     Item 5 - Other Matters

     Not applicable


     Item 6. - Exhibits

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

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

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

                                       20
<PAGE>
                                   SIGNATURES

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

   OCEAN BIO-CHEM, INC.

   Date: August 13, 2009              /s/ Peter G. Dornau
                                      Peter G. Dornau
                                      Chairman of the Board of Directors
                                      and Chief Executive Officer


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



























                                       21
<PAGE>
                                                                    Exhibit 31.1
                                  CERTIFICATION


     I, Peter G. Dornau certify that:

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

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

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

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act  Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

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

     c) evaluated the effectiveness of the registrant's  disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

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

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

     a) All significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


     Dated:  August 13, 2009                          /s/ Peter G.Dornau
                                                      Peter G. Dornau
                                                      Chairman of the Board and
                                                      Chief Executive Officer




                                       22

<PAGE>
                                                                    Exhibit 31.2
                                  CERTIFICATION

I, Jeffrey S. Barocas certify that:

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

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

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

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act  Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

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

     c) evaluated the effectiveness of the registrant's  disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

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

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

     a) All significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

     Dated:    August 13, 2009                        /s/ Jeffrey S. Barocas
                                                      Jeffrey S. Barocas
                                                      Chief Financial Officer



                                       23
<PAGE>
                                                                    Exhibit 32.1


                                  CERTIFICATION

     Pursuant  to  18U.S.C.Section  1350,  the  undersigned  officers  of  Ocean
Bio-Chem,  Inc. (the  "Company"),  hereby  certify that the Company's  Quarterly
Report on Form 10-Q for the quarter  ended June 30, 2009 (the  "Report")  fully
complies with the requirements of Section 13(a) or 15(d), as applicable,  of the
Securities Exchange Act of 1934 and that the information contained in the Report
fairly presents,  in all material respects,  the financial condition and results
of operation of the Company.

Dated:     August 13, 2009


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





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

















                                       24