10q397




                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 1997  

                            Commission File No. 2-70197

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


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

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

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

                   YES     X                NO             
                       --------                --------
     Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.

           $.01 Par Value Common Stock, 10,000,000 shares authorized.
               3,702,078 issued and outstanding at March 31, 1997.







<PAGE>
                     PART I - Financial Information
Item l.  Financial Statement

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

                                 ASSETS
                                 ------
                                                    MARCH 31,      DEC. 31,
                                                      1997           1996     
                                                   ----------    ----------
 Current Assets:
  Cash                                            $  438,397     $   394,569 
  Trade accounts receivable net of allowance          
   for doubtful accounts of $27,000 at March 31,
   1997 and December 31, 1996.                     2,326,646       2,235,183 
  Due from Officers                                  142,360         141,880 
  Inventories                                      2,757,215       2,534,862 
  Prepaid Expenses                                   164,165         132,238   
                                                  ----------     -----------
    Total Current Assets                           5,828,783       5,438,732 
                                                  ----------     -----------

  Property, Plant and Equipment, Net               2,152,257       2,138,815 
                                                  ----------     -----------
 Other Assets:
  Trademarks, trade names and patents, net           438,006         443,754 
  Funds held in escrow for construction            3,129,534       3,100,001 
  Due from Affiliated Companies, Net                 725,913         648,866 
  Deposits and other assets                          393,905         185,229 
                                                 -----------     -----------
    Total Other Assets                             4,687,358       4,377,850 
                                                 -----------     -----------
         Total Assets                            $12,668,398     $11,955,397 
                                                 ===========     ===========

                 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current Liabilities:
  Accounts payable - trade                       $ 1,274,264     $   643,409 
  Notes payable - bank                             1,888,001       1,658,001 
  Current portion of long term debt                  240,000         280,000 
  Other Accrued Liabilities                           91,163         119,503 
                                                 -----------     -----------
    Total Current Liabilities                      3,493,428       2,700,913 
                                                 -----------     -----------

 Long term debt, less current portion              4,750,000       4,710,000 
                                                 -----------     -----------
 Shareholders' Equity:
 Common Stock - $.01 par value, 10,000,000
  Shares authorized, 3,702,078 shares issued 
  and outstanding                                     37,020          37,020 
 Additional paid-in capital                        3,172,337       3,172,337 
 Foreign Currency Translation Adjustment          (   91,024)     (   82,887)
 Retained Earnings                                 1,306,637       1,418,014 
                                                 -----------     -----------
   Total Shareholders' Equity                      4,424,970       4,544,484 
                                                 -----------     -----------
    Total Liabilities & Shareholders' Equity    $ 12,668,398    $ 11,955,397
                                                ============    ============
<PAGE>

                    OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
                       FOR THREE MONTHS ENDED MARCH 31,


                                                     1997             1996    
                                                ------------    -------------

 Gross Sales                                     $ 2,572,793      $ 2,487,611 

 Allowances                                          288,914          132,969 
                                                 -----------     ------------
 Net Sales                                         2,283,879        2,354,642 

 Cost of goods sold                                1,661,883        1,494,105 
                                                 -----------     ------------
 Gross Profit                                        621,996          860,537 

 Cost and expenses:       
  Advertising and promotion                          117,707           81,270 
  Selling and administrative                         614,109          606,256 
  Interest expense                                    99,552           41,370 
                                                 -----------      -----------
    Total Cost and Expenses                          831,368          728,896 
                                                 -----------      -----------
 Operating Income (Loss)                        (    209,372)         131,641 
 Interest Income                                      30,797            3,176 
                                                 -----------      -----------
 Income (Loss) before income taxes              (    178,575)         134,817 
 (Benefit) provision for income taxes           (     67,198)          40,000 
                                                 -----------      -----------
 Net Income (loss)                              (    111,377)     $    94,817 
                                                 ===========      ===========
 Net earnings (loss) per common and common
  equivalent share, diluted                     ($       .03)     $       .03 
                                                 ===========      ===========

Earnings per share were calculated on the basis of 3,745,374 and 3,645,925 
shares of common  stock and common stock equivalent outstanding for the 
quarters ended March 31, 1997 and 1996, respectively.  Common stock 
equivalents consist of options to purchase common stock.  The  March 31, 1996 
shares outstanding included a 5% stock dividend . 
<PAGE>

                        OCEAN BIO-CHEM, INC.AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THREE MONTHS ENDED MARCH 31

                                                     1997             1996     
                                                -----------     -----------
 Cash flow provided (used) 
  by operating activities:

  Net Income (Loss)                             $(  111,377)    $    94,817 

 Adjustments to reconcile net income
  to net cash provided by operations:
 Depreciation and amortization                       46,225          29,326 
 Change in assets and liabilities:
 Increase in accounts receivable                (    91,463)    (    47,910)
 Increase in inventory                          (   222,353)    (   412,310)
 (Increase) decrease in prepaid expenses        (    73,027)          3,178 
 Increase in accounts payable and
  accrued expenses:                                 404,926         482,594 
                                                ------------    ------------ 
 Net cash provided (used) 
  by operating activities:                      (    47,069)        149,695 
                                                ------------    ------------
 Cash provided by financing activities:
  Net payments under line of credit                 230,000      (  170,000)
  Advances to affiliates                        (    77,047)     (   10,391)
  Short term borrowings, net                    (    40,000)        212,408 
  Long term borrowings, net                          40,000         770,000 
                                                ------------    ------------
 Net cash provided by financing activities:         152,953         802,017 
                                                ------------    ------------
 Cash used by investing activities:
  Purchase property, plant, equipment           (    53,919)    ( 1,893,726)
                                                ------------    ------------
 Net cash used by investing activities:         (    53,919)    ( 1,893,726) 
                                                ------------    ------------
 Increase (decrease) in cash prior to effect
   of exchange rate on cash                          51,965     (   942,014)
 Effect of exchange rate on cash                (     8,137)         33,673 
                                                ------------    ------------
 Increase (decrease) in cash                         43,828     (   908,341)
 Cash at beginning of period                        394,569         997,309 
                                                ------------    ------------
 Cash at end of period                         $    438,397     $    88,968 
                                                ============    ============
 Supplemental Information
  Cash used for interest during period         $     99,552     $    34,758 
  Cash used for income taxes during period     $     69,790     $      -   
                                                ------------    ------------
The company had no cash equivalents at March 31, 1997 and 1996.
<PAGE>

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


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

Certain financial statement items for the quarter ended March 31, 1996 have 
been reclassified to conform to the 1997 presentation.


    Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

The primary sources of the Registrant's liquidity are its operations and 
short-term borrowings from a commercial bank.  During 1996 the Registrant's 
line of credit commitment was increased from $2 million to $2.9 million by its 
commercial bank.  The total borrowings under such line can aggregate up to 
$2,900,000 and is subject to renewal in April 1998.  The Registrant is 
required to maintain minimum working capital of $1,500,000, debt to tangible 
net worth of 2 to 1 and debt service coverage of 1.7 times.

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

Results of Operations:

Gross Sales increased approximately 3% for the quarter ended March 31, 1997 
when compared to the same quarter of the preceding year.  

Cost of Goods Sold increased as a percentage of gross sales when comparing the 
quarter ended March 31, 1997 with the comparable quarter in 1996.  The 
percentages were 64.6% and 60.1% for the quarters ended 1997 and 1996, 
respectively.  This was primarily due to idle plant operations during the 
construction period.

Selling and Administrative expenses increased approximately $8,000 when 
comparing the quarter ended March 31, 1997 with March 31, 1996.  This was not 
due to any one factor but included increased personnel expense and decreased 
legal expense.

Advertising and Promotion increased approximately $36,000  comparing the three 
months ended March 31, 1997 with the same period in 1996.  This was due to 
increased cooperative advertisement with customers.

Interest Expense increased when comparing the March 31, 1997 quarter to the 
corresponding quarter in 1996 by approximately $58,000 due primarily to 
interest on the industrial revenue bonds assumed in connection with the 
acquisition and expansion of the Alabama facility.







 PART II - Other Information

 Item l - Legal Proceedings:  Not applicable.

 Item 2 - Changes in Securities:  Not applicable

 Item 3 - Defaults Upon Senior Securities:  Not applicable

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

 Item 5 - Other Matters:  Not applicable

 Item 6 - Exhibits and Reports on Form 8-K

     (A)  Exhibits:  Not Applicable


 SIGNATURES

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

                                        OCEAN BIO-CHEM, INC.


Date: May 14, 1997                      By:  /s/ Peter G. Dornau             
                                           ---------------------------- 
                                           Peter G. Dornau
                                           Chairman of the Board and
                                           Chief Executive Officer



                                        By: /s/ Peter G. Dornau
                                           ---------------------------
                                           Peter G. Dornau 
                                           Chief Financial Officer