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 ACTOF 1934

                  For the quarterly period ended March 31, 2006

                                       or

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

                           Commission File No. 0-11102

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


           Florida                                             59-1564329
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                            Identification No.)


             4041 SW 47 Avenue, Fort Lauderdale, Florida 33314-4023
                                  954-587-6280
       (Address and telephone number, including area code of Registrant's
                          Principal Executive Offices)

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common stock, par value $.01 per share

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 12, 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  (1) Is a Shell  Company (As
Defined In rule 12b-2 of the Exchange Act).

                        Yes [ ]                  No [x ]

     Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of
1934), or a non-accelerated filer

Large Accelerated Filer [ ]   Accelerated Filer [ ]   Non- Accelerated Filer [x]

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

            $.01 par value common stock,10,000,000 shares authorized,
             5,978,316 shares issued and outstanding at May 10, 2006


<PAGE>

                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

                                      INDEX


   Description                                                            Page

Part I - Financial Information:

  Item 1. -  Financial Statements:
      Consolidated balance sheets as of March 31, 2006
        and December 31, 2005                                               3
      Consolidated statements of operations for
        the three months ended March 31,2006 and 2005                       4
      Consolidated statements of changes in shareholders'
        equity for the three months ended March 31, 2006
        and 2005                                                            5
      Consolidated statements of cash flows for the three
        months ended March 31, 2006 and 2005                                6

  Item 2. - Management's Discussion and Analysis
      of Financial Condition and Results of Operations                    7-11

  Item 3 - Quantitative and Qualitative Disclosures
      about Market Risk                                                    11

  Item 4 - Controls and Procedures                                         11

Part II - Other Information:

  Item 1. - Legal Proceedings                                              12
  Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds    12
  Item 3. - Defaults upon Senior Securities                                12
  Item 4. - Submission of Matters to a Vote by Security Holders            12
  Item 5. - Other Matters                                                  12
  Item 6. - Exhibits                                                       12

Signatures                                                                 12

Certifications










                                        2


<PAGE>


                         PART I - Financial Information

 Item l.  Financial Statements:

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

                                     ASSETS

<TABLE>
<CAPTION>
  <S>                                                                      <C>                    <C>
                                                                            MARCH 31,              DECEMBER 31,
                                                                              2006                    2005
                                                                           ------------           ------------
                                                                            (UNAUDITED)

  Current assets:
  Cash                                                                     $    120,587           $    204,543
  Trade accounts receivable net of allowance for doubtful
    accounts of approximately  $131,000 at March 31,
    2006 and December 31, 2005, respectively                                  2,171,080              2,027,162
  Inventories                                                                 6,899,457              6,260,813
  Prepaid expenses and other current assets                                     471,216                510,074
                                                                           -------------          -------------


      Total current assets                                                    9,662,340              9,002,592
                                                                           -------------          -------------

Property, plant and equipment, net                                            7,272,858              7,310,640
                                                                           -------------          -------------

Other assets:
  Trademarks, trade names and patents, net
   of accumulated amortization                                                  330,439                330,439
  Due from affiliated companies, net                                            322,585                 29,022
  Deposits and other assets                                                     214,170                230,329
                                                                           -------------          -------------
      Total other assets                                                        867,194                589,790
                                                                           -------------          -------------

      Total assets                                                         $ 17,802,392           $ 16,903,022
                                                                           =============          =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable - trade                                                 $  2,067,845           $  1,256,640
  Note payable - bank                                                         3,850,000              4,000,000
  Current portion of long term debt                                             582,798                580,852
  Accrued expenses payable                                                      315,779                512,977
                                                                           -------------          -------------
      Total Current Liabilities                                               6,816,422              6,350,469
                                                                           -------------          -------------

Long term debt, less current portion                                          6,201,182              6,261,856
                                                                           -------------          -------------

Shareholders' equity:
   Common stock - $.01 par value, 10,000,000 shares authorized;
     5,849,316 shares issued and outstanding at March 31, 2006
     and December 31, 2005, respectively                                         58,493                 58,493
   Additional paid-in capital                                                 5,204,367              4,908,615
   Foreign currency translation adjustment                                 (    174,154)          (    179,653)
   Deficit                                                                 (    295,723)          (    488,563)
                                                                           -------------          -------------
                                                                              4,792,983              4,298,892
   Less cost of common stock in treasury, 7,519 shares
     at March 31, 2006 and December 31, 2005                               (      8,195)          (      8,195)
                                                                           -------------          -------------
                                                                              4,784,788              4,290,697
                                                                           -------------          -------------

      Total liabilities and shareholders' equity                           $ 17,802,392           $ 16,903,022
                                                                           =============          =============


</TABLE>


                                        3
<PAGE>


                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2006 AND 2005
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                           2006                   2005
                                                                         ----------            ----------
<S>                                                                      <C>                   <C>
Gross sales                                                              $4,788,822            $3,477,511

Allowances                                                                  379,230               381,733
                                                                         ----------            -----------

Net sales                                                                 4,409,592             3,095,778

Cost of goods sold                                                        3,060,522             2,740,504
                                                                         ----------            -----------

Gross profit                                                              1,349,070               355,274
                                                                         ----------            -----------

Costs and expenses:
    Advertising and promotion                                               186,920               106,405
    Selling and administrative                                              828,086             1,010,970
    Interest expense                                                        142,510               103,934
                                                                         ----------            -----------

       Total costs and expenses                                           1,157,516             1,221,309
                                                                         ----------            -----------

Operating income (loss)                                                     191,554            (  866,035)

Other income                                                                  1,286                   819
                                                                         ----------            -----------

Income (loss) before income taxes                                           192,840            (  865,216)

Income taxes (benefit)                                                          -              (  294,000)
                                                                         ----------            -----------

Net income (loss)                                                           192,840            (  571,216)

Other comprehensive income (loss), net of tax:
    Foreign currency translation adjustment                                   5,499                 6,483
                                                                         ----------            -----------

Comprehensive income (loss)                                              $  198,339            ($ 564,733)
                                                                         ==========            ===========

Earnings (loss) per common share                                         $      .03             ($     .10)
                                                                         ==========            ===========

</TABLE>

     Earnings  (loss) per share was  calculated  on the basis of  5,849,316  and
5,467,814  weighted average shares of common stock  outstanding for the quarters
ended March 31, 2006 and 2005, respectively.

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





                                        4


<PAGE>




                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2006 AND 2005
                                   (UNAUDITED)
<TABLE>
<CAPTION>

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

<S>                 <C>            <C>           <C>             <C>            <C>             <C>             <C>
January 1,
   2006             5,849,316      $58,493       $4,908,615      ($179,653)     ($ 488,563)     ($8,195)        $4,290,697

Net income                                                                         192,840                         192,840

Debt forgiveness -
   Affiliate                                        295,752                                                        295,752

Foreign currency
  translation
  adjustment                                                         5,499                                           5,499
                    ---------      -------       ----------      ---------      -----------     --------        ----------
March 31,
  2006              5,849,316      $58,493       $5,204,367      ($174,154)     ($ 295,723)     ($8,195)        $4,784,788
                    =========      =======       ==========      ==========     ===========     ========        ==========



January 1,
   2005             5,417,813      $54,178       $4,722,746      ($204,864)     $1,324,630      ($8,195)        $5,888,495

Net (loss)                                                                      (  571,216)                     (  571,216)

Common stock
   issuance           150,003        1,500       (    1,500)                                                           -

Foreign currency
  translation                                                        6,483                                           6,483
                    ---------      -------       -----------     ---------      -----------     --------        -----------
March 31,
  2005              5,567,816      $55,678       $4,721,246      ($198,381)     $  753,414      ($8,195)        $5,323,762
                    =========      =======       ==========      ==========     ===========     ========        ===========



</TABLE>








                                        5


<PAGE>




                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2006 AND 2005
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                            2006                  2005
                                                                         ----------            ----------
<S>                                                                      <C>                   <C>
Cash flow provided (used) by operating activities:

  Net income (loss)                                                      $  192,840            ($ 571,216)

Adjustments to reconcile net income (loss) to net
 cash provided (used) by operations:
  Depreciation and amortization                                             193,637               184,720
  Changes in assets and liabilities:
  (Increase) decrease in accounts receivable                             (  143,918)            1,916,984
  (Increase) in inventories                                              (  638,645)           (1,417,394)
  Decrease in prepaid expenses and other current assets                      38,859                 4,553
  Increase (decrease) in accounts payable, accrued
   expenses and other                                                       630,166            (   99,495)
                                                                         -----------           -----------

  Net cash provided  by operating activities                                272,939                18,152
                                                                         -----------           ----------

Cash provided (used) by financing activities:
  Net increase (decrease)  under line of credit                          (  150,000)           (  250,000)
  Net reduction (increase) in advances to affiliates, net                     2,189            (  203,116)
  Net (reduction) in long term borrowings                                (   58,728)           (  121,772)
                                                                         -----------           -----------


  Net cash (used) by financing activities                                (  206,539)           (  574,888)
                                                                         -----------           -----------

Cash provided (used) by investing activities:
  Purchase property, plant, equipment, net                               (  155,855)           (  334,279)
                                                                         -----------           -----------

 Net cash provided (used) by investing activities                        (  155,855)           (  334,279)
                                                                         -----------           -----------
Increase (decrease) in cash prior to effect of
   foreign currency translation on cash                                  (   89,455)           (  891,015)

 Effect of foreign currency translation on cash                               5,499                 6,483
                                                                         -----------           -----------

Increase (decrease) in cash                                              (   83,956)           (  884,532)
Cash at beginning of period                                                 204,543               988,106
                                                                         -----------           -----------

Cash at end of period                                                    $  120,587            $  103,574
                                                                         ===========           ===========

Supplemental Information:
  Cash used for interest during period                                   $   83,656            $   83,656
                                                                         ===========           ==========
  Cash used for income taxes during period                                       -             $   52,000
                                                                         ===========          ============
Non-cash investing and financing activities:
  Debt forgiven by affiliated entity                                     $  295,752            $       -
                                                                         ===========           ===========

</TABLE>




                                        6


<PAGE>




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


Interim Reporting

     The accompanying  unaudited  consolidated  financial statements include the
accounts  of  Ocean  Bio-Chem,  Inc.  and  its  subsidiaries.   All  significant
intercompany  transactions  and balances  have been  eliminated.  The  unaudited
consolidated  financial  statements  have been prepared in conformity  with Rule
10-01  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
March  31,  2006  are not  necessarily  indicative  of the  results  that may be
expected for the future fiscal quarters in 2006 or the full year ending December
31,  2006 due to  seasonal  fluctuations  in our  business,  changes in economic
conditions  and other  factors.  For further  information,  please  refer to the
Consolidated  Financial  Statements  and Notes  thereto  contained in our Annual
Report on Form 10-K for the year ended December 31, 2005.

     Certain financial statement items for the quarter ended March 31, 2005 have
been reclassified to conform to the 2006 presentation.


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 which may affect the Company's results
include,  but are not limited to, the highly competitive nature of the Company's
industry;  reliance  on  certain  key  customers;  consumer  demand  for  marine
recreational  vehicle  and  automotive  products;  advertising  and  promotional
efforts,  and other  factors.  The Company will not undertake  and  specifically
declines any obligation to update or correct any  forward-looking  statements to
reflect events or circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.


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

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:

     Principles of consolidation - Our consolidated financial statements include
the  accounts  of the parent  company  and its wholly  owned  subsidiaries.  All
significant   inter-company   accounts  and   transactions   are  eliminated  in
consolidation.

     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  collectibility  of the related
receivable is probable.


                                        7

<PAGE>



     Inventories  -  Inventories  are  primarily  composed of raw  materials and
finished  goods  and are  stated  at the  lower of  cost,  using  the  first-in,
first-out method, or market.

     Prepaid  advertising and promotion - In any given year we introduce certain
new  products  to  our  customers.  In  connection  therewith,  we  produce  new
promotional  items to be distributed over a period of time. We follow the policy
of amortizing these costs over a one-year basis.

     Property, plant and equipment - Property, plant and equipment are stated at
cost.  Depreciation  is provided over the estimated  useful lives of the related
assets using the straight-line method.

     Stock  based  compensation  - Prior to  January  1,  2006 we  followed  the
provisions of APB Opinion No. 25,  Accounting for Stock Issued to Employees,  to
record  compensation  costs.  Opinion No. 25 requires that  compensation cost be
based on the  difference,  if any,  between the quoted market price of the stock
and the price the employee must pay to acquire the stock  depending on the terms
of the award.  Effective January 1, 2006 we adopted the provisions  Statement of
Financial  Accounting  Standards  No.  123R to record such  compensation  costs.
However,  the impact of this pronoucement to our first quarter's  operations was
deemed to be not material.  Prior  thereto,  such matters were  disclosed in the
notes to our consolidated financial statements.

     Concentration  of credit  risk -  Financial  instruments  that  potentially
subject  the  Company to  concentration  of credit  risk  consist  primarily  of
accounts  receivable.  Over the past three  years,  our five  largest  customers
historically  represented a range of  approximately  45% to 55% of  consolidated
gross revenues and 25% to 77% of consolidated accounts receivable, respectively.
We have experienced a longstanding  relationship with each of these entities and
have always collected open receivable balances in a timely manner.  However, the
loss of any of these customers could have an adverse impact on our operations.

     Fair  value  of  financial  instruments  -  The  carrying  amount  of  cash
approximates  its fair  value.  The fair  value  of  long-term  debt is based on
current rates at which we could borrow funds with similar remaining  maturities,
and the carrying amount approximates fair value.

     Income taxes - We file  consolidated  federal and state income tax returns.
We have  adopted  Statement  of Financial  Accounting  Standards  No. 109 in the
accompanying  consolidated financial statements.  The only temporary differences
included   therein  are   attributable   to  differing   methods  of  reflecting
depreciation for financial statement and income tax purposes.

     Trademarks,  trade  names  and  patents  - The Star  brite  trade  name and
trademark  were  purchased  in 1980 for  $880,000.  The cost of such  intangible
assets was amortized on a straight-line  basis over an estimated  useful life of
40 years through  December 31, 2001.  Effective  January 1, 2002 and pursuant to
Statement of Financial Accounting Standards No. 142, we have determined that the
carrying value of such  intangible  assets relating to its Star brite brand does
not require  further  amortization.  In  addition,  we own two  patents  that we
believe are valuable in limited  product lines,  but not material to our success
or  competitiveness  in  general.  There are no  capitalized  costs of these two
patents.

     Translation of Canadian currency - The accounts of our Canadian  subsidiary
are translated in accordance  with Statement of Financial  Accounting  Standards
No.  52,  which  requires  that  foreign  currency  assets  and  liabilities  be
translated using the exchange rates in effect at the balance sheet date. Results
of  operations  are  translated  using  the  average  exchange  rate  prevailing
throughout the period.  The effects of unrealized  exchange rate fluctuations on
translating  foreign  currency  assets and  liabilities  into U.S.  dollars  are
accumulated as the  translation  adjustment in  shareholders'  equity.  Realized
gains and losses from foreign currency transactions, if any, are included in net
earnings of the period.

Liquidity and Capital Resources:

     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.  Such line matures May 31, 2006,  bears interest at the 30 Day LIBOR
plus 275 basis points  (approximately 7.38% at March 31, 2006) and is secured by
our trade  receivables,  inventory and intangible  assets.  As of each year-end,
December  31, 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. As of March 31, 2006, we were obligated under this arrangement in the
amount of $3,850,000.  Based on discussions with our bank, we expect, but cannot
give assurance , that such line will be renewed on May 31, 2006.





                                        8

<PAGE>

     In connection with the purchase and expansion of the Alabama  facility,  we
closed on Industrial Development Bonds during 1997 aggregating  approximately $5
million.  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, Alabama. 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.

     In order to market the Industrial  Development Bonds at favorable rates, we
obtained a substitute  irrevocable letter of credit for the 1997 issue and a new
irrevocable  letter of credit for the 2002 issue.  Under such  letters of credit
agreements,  maturing on July 31, 2006, 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 equipment.  Based
on discussions  with our bank, we expect,  but cannot give assurance , that such
letters of credit will be renewed on maturity.

     The bonds are marketed  weekly at the prevailing  rates for such tax-exempt
instruments.  During the three  months  ended March 31, 2006 such bonds  carried
interest  ranging  between 3.3% and 3.7%  annually.  Interest and  principal are
payable  quarterly.  We believe current  operations are sufficient to meet these
obligations.

     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 March 31, 2006 were
approximately $408,300 and 7.13% per annum, respectively).  The maturity on this
obligation is April 15, 2010.

     During the quarter ended December 31, 2005, we finalized a revolving credit
facility  with our president and CEO,  Peter G. Dornau.  In connection  with his
offering  to loan a maximum of $1.5  million to the  Company in order to bolster
working  capital,  we issued  warrants to Mr.  Dornau to purchase a maximum of 1
million shares of our common stock. Such warrants are exercisable 500,000 shares
at $1.13 and 500,000 shares at $.863. The exercise prices were determined by the
closing  bid of our  stock  plus ten (10)  percent  on each  date of  grant.  In
addition, he has the right, at his sole discretion,  to convert such debt into a
maximum  of 1.5  million  shares  of our  common  stock at the rate of $1.00 per
share.  At March 31, 2006,  $1,225,000  was the  outstanding  principal  balance
pursuant  to this  obligation  which is due in October  2010 along with  accrued
interest at the rate of prime plus 2% aggregating  approximately $42,100 at such
date. This obligation is subordinate to all borrowings from Regions Bank.

     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
commodities  that are  subject  to  fluctuating  prices.  We react to  long-term
increases by passing along all or a portion of such increases to our customers.

     As of March 31,  2006 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.

     As  disclosed in our Form 10-Q for the quarter  ended March 31,  2005,  our
largest customer,  West Marine, publicly announced their adoption of a policy to
reduce  their  overall  inventory  levels.   This  resulted  in  an  approximate
$4,294,000  decrease  in  sales to them for the year  ended  December  31,  2005
compared to 2004.  Our  products  have  historically  sold well at their  retail
stores  and they  have  indicated  to us that  such was the  case  during  2005.
Accordingly,  it appears that they are approaching their inventory goals as they
relate to our products and the increase in our consolidated  gross sales for the
three months  ended March 31, 2006  compared to 2005's  figures  were  favorably
impacted by our current period's sales to West Marine.

                                        9

<PAGE>



     Corporate  management  has enhanced its analysis,  supervision  and overall
involvement with our manufacturing  facility.  We have identified  several areas
that require  improvement and through  increased  on-site  management  presence,
major  personnel  changes,  adoption of certain  strategic  enhancements  to our
manufacturing  process,  and a renewed  commitment  from our team in  Alabama to
strive for improved efficiency and cost savings, we believe that we will achieve
a material reduction in manufacturing cost thereby improving product margins and
operating results at Kinpak during 2006.

     On March 25,  1999,  the Company  entered into a loan  arrangement  with an
entity owned 50% each by our President and Vice President - Advertising, Messrs.
Peter G.  Dornau  and  Jeffrey  J.  Tieger,  respectively  whereby  we  borrowed
$400,000.00 to be repaid in monthly  installments  of $3,356.79 plus  prevailing
interest  at prime plus 1%. On March 9, 2006 we received  notification  from the
shareholders  of said  entity  that they were  forgiving  this  obligation  and,
accordingly, the Company has no further obligation associated with this debt. At
that date the principal balance outstanding amounted to $295,752 and such amount
is reflected on the accompany  consolidated statement of shareholders' equity as
additional paid-in capital.

First Quarter Trend:

     Resulting  principally  from the recurring  seasonality of retail  consumer
purchases  of the  Company's  products,  promotions  offered  to  our  wholesale
customer  during the fourth quarter and the  unpredictability  of weather during
the first quarter, the Company historically  experiences operating losses during
the quarters  ending March 31. The following  tabulation  reflects our operating
results for net sales and net income  (loss) for our first  quarters  during the
past five years:

    Quarter ended
       March 31,                Net sales                Net income (loss)
    ------------                ---------                -----------------
        2006                    $4,409,592                   $  192,840
        2005                     3,095,778                   (  571,216)
        2004                     3,437,586                   (  205,541)
        2003                     2,870,767                   (  682,058)
        2002                     3,917,975                       56,943

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

Results of Operations:

     Net sales increased approximately $1,313,800 or 42.4% for the quarter ended
March 31, 2006  compared to  $3,477,511  for the same  quarter of the  preceding
year.  The  consolidated  net  sales  aggregated  approximately  $4,409,600  and
$3,095,800,  respectively.  As disclosed in our Form 10-Q for the quarter  ended
March 31, 2005, our largest  customer,  West Marine,  publicly  announced  their
adoption  of a policy to reduce  their  overall  inventory  levels.  This policy
adversely  impacted  our  revenues  for all of 2005.  It appears  that they have
achieved their goals and increased their purchases from us significantly  during
the three  months ended March 31, 2006 as compared to the  comparable  perios in
2005.  Sales to West Marine  represented a significant  portion of our increased
revenues  for the  quarter  ended  March  31,  2006 as  compared  to  2005.  The
improvement in revenues experienced in the current period was also impacted by a
sales price  increase  passed along to  substantially  all  customers  effective
January, 2006.

     Cost of goods sold  amounted to  approximately  $3,060,500  or 69.4% of net
sales  compared to $3,095,800 or 88.5% of net sales for the quarters ended March
31, 2006 and 2005,  respectively.  These  results were  favorably  effected by a
sales price  increase  passed along to  substantially  all  customers  effective
January,  2006,  modifications  initiated in certain manufacturing  processes as
well as the results of spreading the fixed element of our manufacturing overhead
over the enhanced sales levels experienced during the current quarter.

     Selling and administrative expenses decreased approximately $182,900 or 18%
when  comparing  the quarters  ended March 31, 2006 and 2005.  Certain  expenses
which are components of this grouping  increased and others decreased.  However,
the significant changes were reduced personnel costs, principally at Kinpak, and
lower consulting fees, outside services,  other professional fees and outsourced
data processing services.

     Advertising and promotion increased  approximately $80,500 or approximately
75.6%  comparing  the three months  ended March 31, 2006 and 2005.  This was the
result of contractual co-operative advertising programs related to the increased
sales  experienced  during the current  period.  In addition,  we  strategically
placed increased levels of media and print advertising promoting our Startron(R)
enzyme fuel additive.


                                       10

<PAGE>


     Interest expense  increased by approximately  $38,600 comparing the quarter
ended  March 31, 2006 to the  corresponding  quarter in 2005.  This  principally
resulted  from  increasing  interest  rates and the  accrual of  interest on the
revolving line loaned to the Company by our president and CEO, Peter G. Dornau.

     Our net income for the quarter  ended  March 31, 2006  amounted to $192,840
compared to a loss of ($630,216) for the comparable period in 2005. There was no
provision for income taxes in the current  quarter as the Company had sufficient
carryover  amounts to offset any potential  taxes that would otherwise be due on
the earnings.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

     Market  risk  represents  the risk of loss that may  impact  our  financial
position,  results  of  operations  or cash  flows  due to  adverse  changes  in
financial and  commodity,  principally  petroleum  based raw  materials,  market
prices and interest rates. We are exposed to market risk in the areas of changes
in borrowing rates in the United States and changes in foreign currency exchange
rates.  Historically,  and as of March  31,  2006,  we have not used  derivative
instruments or engaged in hedging activities to minimize market risk.

     Interest rate risk

     As of March 31, 2006,  we had  floating  interest  rates on our  industrial
development revenue bonds and our working capital line of credit facility. As of
March 31,  2006 the  interest  rate on our  $5,550,000  outstanding  balance  of
industrial  revenue bonds was approximately 3.7% per annum and the interest rate
on our line of credit facility was based on the 30 day LIBOR rate plus 275 basis
points (the  effective  interest  rate at March 31,  2006 was 7.38%).  We do not
expect any changes in interest rates to have a material impact on our operations
during the year ending December 31, 2006.

     Foreign currency risk

     We sell products in Canada, based on the Canadian dollar.  Thereby, we have
exposure  to changes in  exchange  rates.  Changes in the  Canadian  dollar/U.S.
dollar  exchange  rates may  positively or negatively  affect our gross margins,
operating income and retained earnings. We do not believe that near-term changes
in the exchange  rates,  if any, will result in a material  effect on our future
earnings,  fair values or cash flows, and therefore, we have chosen not to enter
into  foreign  currency  hedging  transactions.  We cannot  assure you that this
approach will be successful, especially in the event of a significant and sudden
change in the value of the Canadian dollar.

     Concentration and credit risk

     We maintain  cash  balances  at several  financial  institutions  which are
insured by the Federal Deposit Insurance  Corporation up to $100,000.  At times,
our cash balances may exceed federally  insured limits.  We have not experienced
any losses in such accounts and we believe the risk related to these deposits is
minimal.

Item 4.  Controls and Procedures

     We carried out an  evaluation  required by the  Securities  Exchange Act of
1934 ("Exchange  Act"),  under the supervision and with the participation of our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure  controls and  procedures,  as defined in
Rule  13a-15(e) of the 1934 Exchange Act, as of the end of the period covered by
this report.  Based on this  evaluation,  our Chief Executive  Officer and Chief
Financial  Officer  concluded that our disclosure  controls and procedures  were
effective in providing  reasonable  assurance that material information required
to be  included  in our  periodic  SEC reports is made known to them in a timely
manner.  Management does not expect that our disclosure  controls and procedures
will prevent or detect all error and fraud.  Any control  system,  no matter how
well designed and operated,  is based upon certain  assumptions  and can provide
only  reasonable,  not  absolute,  assurance  that its  objectives  will be met.
Further,   no  evaluation  of  controls  can  provide  absolute  assurance  that
misstatements  due to error or fraud will not occur or that all  control  issues
and instances of fraud, if any, within the Company have been detected.

     During the most recent fiscal quarter, there has not occurred any change in
our internal control over financial reporting that has materially  affected,  or
is reasonably likely to materially  affect,  our internal control over financial
reporting.



                                       11

<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

     Set forth any material changes from Risk Factors as previously  reported in
the Registrant's Form 10-K in response to Item 1A. in Part 1 of Form 10-K.

     There have been no material changes

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

     On February 21, 2005, we issued  150,003 shares of our common stock to Nico
P. Pronk pursuant to the cashless  exercise of a Warrant dated January 29, 2002.
The  Warrant  was  exercisable  for a total of 150,003  shares of the  Company's
common stock at an exercise price of $1.2727 per share.  In connection  with the
cashless  exercise,  Mr. Pronk  tendered  shares of the  Company's  common stock
issuable pursuant to the Warrant as consideration to pay the exercise price. The
issuance of the shares was exempt from registration  under the Securities Act of
1933 in reliance on Section 4(2)  promulgated  thereunder as a  transaction  not
involving any public offering.

Item 3. - Defaults Upon Senior Securities:  Not applicable

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

Item 5. - Other Information:  Not applicable

Item 6. - Exhibits:

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

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

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


                                   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:          May 12, 2006               /s/ Peter G. Dornau
     ------------------------             -------------------------------------
                                          Peter G. Dornau
                                          Chairman of the Board of Directors
                                          and Chief Executive Officer


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

                                       12

<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
period ended March 31, 2006;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this 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(i) and 15d -
15(f))for the Registrant and 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; and

     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:    May 12, 2006                   /s/ Peter G. Dornau
                                          --------------------------------------
                                          Peter G. Dornau
                                          Chairman of the Board and
                                          Chief Executive Officer


<PAGE>
                                                                    Exhibit 31.2
                                  CERTIFICATION

I, Edward Anchel certify that:

     1. I have reviewed this Form 10-Q of Ocean Bio-Chem, Inc. as of and for the
period ended March 31, 2006;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this 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(i) and 15d -
15(f))for the Registrant and 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; and

     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.


 Date:  May 12, 2006                      /s/ Edward Anchel
                                          --------------------------------------
                                          Edward Anchel
                                          Chief Financial Officer


<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 March 31, 2006 (the  "Report")  fully
complies with the requirements of Section 13(a) or 15(d), as applicable,  of the
Securities Exchange Act of 1934 and that the information contained in the Report
fairly presents,  in all material respects,  the financial condition and results
of operation of the Company.

Dated:  May  12, 2006


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




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