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 March 31, 2008

                                       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
 of incorporation or organization)                       Identification Number)

              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 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|

     As of May 6, 2008, there were  7,871,816 shares  of Common Stock,  $.01 par
value of the registrant outstanding


<PAGE>
                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

                                      INDEX


      Description                                                       Page

     Part I - Financial Information:

     Item 1. - Financial Statements:

     Condensed consolidated balance sheets as of
       March 31, 2008 and December 31,2007                                3

     Condensed consolidated  statements of operations
       for the three months ended March 31, 2008 and 2007                 4

     Condensed consolidated  statements of cash flows for
       the three months ended March 31, 2008 and 2007                     5

     Notes to condensed consolidated financial statements               6-10

     Item 2. - Management's  Discussion and Analysis of
       Financial  Condition and Results of Operations                  10-11

     Item 3 - Quantitative and Qualitative Disclosures
       about Market Risk                                                  11

     Item 4 - Controls and Procedures                                  11-12

     Part II - Other Information:                                         12

     Item 1. - Legal Proceedings                                          12

     Item 1A - Risk Factors                                               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                                                    13-15

<PAGE>

PART I - Financial Information

1. Financial Statements

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

                                                                     MARCH 31, 2008     DECEMBER 31, 2007
                                                                   ----------------     -----------------
                                                                      (UNAUDITED)
                             ASSETS
<S>                                                                   <C>                  <C>
Current Assets:
Cash                                                                  $    653,357         $    750,901
Trade accounts receivable net of allowance for doubtful
accounts of approximately $42,042 and $46,996 at March 31 ,
2008 and December 31, 2007 respectively                                  1,840,692            1,974,654
Income taxes receivable                                                    152,000                    -
Inventories, net                                                         7,058,042            5,993,657
Prepaid expenses and other current assets                                  158,434              285,126
                                                                      -------------        ------------
                                                                      -------------        ------------

Total current assets                                                     9,862,525            9,004,338
                                                                      -------------        ------------

Property, plant and equipment, net                                       6,170,245            6,235,812
                                                                      -------------        ------------
Other assets:
Trademarks, trade names and patents, net
of accumulated amortization                                                330,439              330,439
Due from affiliated companies, net                                         352,244              109,310
Deposits and other assets                                                  152,164              253,718
                                                                      -------------        ------------

Total Other Assets                                                         834,847              693,467
                                                                      -------------        ------------

Total Assets                                                          $ 16,867,617         $ 15,933,617
                                                                      =============        ============

              LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Accounts payable - trade                                              $  1,293,363         $  1,010,263
Note payable - bank                                                      2,700,000            1,750,000
Current portion of long term debt                                          589,314              589,906
Accrued expenses payable                                                   526,825              511,758
                                                                      -------------        ------------


Total Current Liabilities                                                5,109,502            3,861,927
                                                                      -------------        ------------

Long term debt, less current portion                                     3,853,200            3,988,978

                                                                      -------------        ------------

Shareholders' Equity:
Common stock - $.01 par value, 10,000,000 shares authorized;
7,871,816 shares issued and outstanding at
March 31, 2008 and December 31, 2007, respectively                          78,718               78,718
Additional paid in capital                                               7,810,350            7,780,547
Foreign currency translation adjustment                                   (210,359)            (209,049)
Retained earnings                                                          234,401              440,691
                                                                      -------------        ------------


                                                                         7,913,110            8,090,907

Less cost of common stock in treasury, 7,519 shares                         (8,195)              (8,195)
                                                                      -------------        ------------

Total Shareholders' Equity                                               7,904,915            8,082,712
                                                                      ----------           ------------

Total Liabilities and Shareholders' Equity                            $ 16,867,617         $ 15,933,617
                                                                      =============        ============


>
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
                                                                         ENDED MARCH 31,
                                                                   2008           2007
                                                               -----------      -----------

<S>                                                            <C>              <C>
Gross sales                                                    $3,980,519       $4,338,994

Sales allowances                                                  235,559         316,586
                                                               -----------      -----------


Net sales                                                       3,744,960        4,022,408

Cost of goods sold                                              2,873,824        2,847,509
                                                               -----------      -----------


Gross profit                                                      871,136        1,174,899
                                                               -----------      -----------

Expenses:
Advertising and promotion                                         202,346          206,652
Selling and administrative                                        927,247        1,034,142
Interest expense                                                   64,687           97,238
                                                               -----------      -----------


Total expenses                                                  1,194,280        1,338,032
                                                               -----------      -----------


Operating loss                                                   (323,144)        (163,133)

Other income                                                       11,908             -
                                                               -----------      -----------


Loss before income taxes                                         (311,236)        (163,133)

Income tax benefit                                                104,946                -
                                                               -----------      -----------


Net loss                                                         (206,290)        (163,133)

Other comprehensive income (loss) , net of tax
Foreign currency translation adjustment                            (1,310)             796
                                                               -----------      -----------


Comprehensive loss                                             ($ 207,600)      ($ 162,337)
                                                               ===========      ===========


Loss per common share - basic                                     $ (0.03)         $ (0.02)
                                                               -----------      -----------


Loss per common share - diluted                                   $ (0.03)         $ (0.02)
                                                               -----------      -----------


Weighted average shares - basic                                 7,822,066         7,621,316
                                                               -----------      -----------

Weighted average shares - diluted                               7,822,066        7,621,316
                                                               -----------      -----------



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 THREE MONTHS ENDED MARCH 31, 2008 AND 2007
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                         2008             2007
<S>                                                                   <C>              <C>
Cash flows from operating activities:                                 ----------       ----------

Net (loss)                                                            ($206,290)       ($163,133)
Adjustment to reconcile net loss
to net cash used in operations:

Depreciation and amortization                                           196,988          193,237
Compensation cost associated with stock
options and stock awards                                                 29,803           11,386
Change in allowance for doubtful accounts                                   223         (156,000)

Changes in assets and liabilities:

Accounts receivable                                                     133,739           77,262
Income taxes Receivable                                                 152,000               -
Inventory                                                            (1,064,385)        (787,740)
Prepaid expenses and deposits                                           228,247          (19,459)
Accounts payable and accrued taxes and other                            ( 5,833)         627,675
                                                                      ----------       ----------


Net cash used in operating activities                                  (535,508)        (216,772)
                                                                      ----------       ----------


Cash flows from investing activities:

Purchases of property, plant and equipment                             (131,421)         (40,000)
                                                                      ----------       ----------


Net cash used in investing activities                                  (131,421)         (40,000)
                                                                      ----------       ----------


Cash flows from financing activities:

Borrowings line of credit                                               950,000          899,996
Amounts due from affiliates                                            (242,935)           2,149
Principal payments - long-term debt                                    (136,370)        (246,329)
                                                                      ----------       ----------


Net cash provided by financing activities                               570,695          655,816

Cash prior to effect of exchange rate on cash                           (96,234)         399,044
Effect of foreign exchange rate on cash                                  (1,310)             796
                                                                      ----------       ----------

Net (decrease)  increase in cash                                        (97,544)         399,840

Cash at beginning of period                                             750,901           71,080
                                                                      ----------       ----------

Cash at end of period                                                 $ 653,357        $ 470,920
                                                                      ==========       ==========



Supplemental disclosure of cash transactions:
Cash paid for interest during period                                  $  64,687        $  97,238
                                                                      ----------       ----------

Cash paid for income taxes during period                              $      -         $     -
                                                                      ----------       ----------





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

The company had no cash equivalents at March 31, 2008 and 2007
</TABLE>


                                       5
<PAGE>
                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
         NOTES TO UNADUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     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
March  31,  2008  are not  necessarily  indicative  of the  results  that may be
expected  for  the  future  fiscal  quarters  in 2008 or the  full  year  ending
December 31,  2008  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, 2007.

     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.

     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.
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 - receipts and payments recorded
in a liability account.

     Cost of goods sold/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 raw 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 coverage's and other related expenses.

     Inventories

     Inventories are comprised of 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 March 31, 2008 and December 31, 2007 are as follows:

                                        2008               2007
                                   ------------       ------------

Raw Materials                      $ 3,689,686        $ 3,247,359
Finished Goods                       3,478,920          2,821,861
Less: Inventory Reserve               (110,564)           (75,563)
                                   ------------       ------------
Inventory - Net                    $ 7,058,042        $ 5,993,657
                                   ============       ============



     At March 31, 2008 and December 31, 2007, approximately $111,000 and $76,000
respectively is reflected in the accompanying  consolidated financial statements
as  a  reserve  for  excess,  obsolete,  slow  moving  and  shrinkage  inventory
adjustments.
                                       6
<PAGE>

     2. PROPERTY, PLANT & EQUIPMENT

     The Company's  property,  plant and equipment consisted of the following at
March 31, 2008 and December 31, 2007:
<TABLE>
<CAPTION>

                                                   Estimated
                                                   Useful Life -
                                                      Years          2008           2007
                                                 -------------  ----------    ------------
<S>                                                             <C>           <C>
Land                                                   N/A      $  278,325    $   278,325
Building                                                30       4,389,155      4,389,155
Manufacturing and warehouse equipment                 6-20       6,458,954      6,367,883
Office equipment and furniture                         3-5         549,813        509,496
Leasehold Improvements                                 10-15       122,644        122,644
Construction in process                                N/A          21,112         21,079
                                                               -----------    ------------
                                                                11,820,003     11,688,582
                                                               -----------    ------------
Less Accumulated depreciation                                    5,649,758      5,452,770
                                                               -----------    ------------

Total property, plant and equipment - net                      $ 6,170,245    $ 6,235,812
                                                               ===========    ============

</TABLE>


Depreciation  expense for the three month  period  ending March 31, 2008
and 2007 was $196,988 and $193,237 respectively.

     3. LONG-TERM DEBT

     Long-term debt at March 31, 2008 consisted of the following:

     The  Company is  obligated  pursuant  to capital  leases  financed  through
Industrial  Development  Bonds.  Such  obligations were incurred during 1997 and
2002 in  connection  with  building and  equipment  expansion  at the  Company's
Alabama manufacturing and distribution facility.  Both bear interest at tax-free
rates that adjust weekly.  At March 31, 2008,  $1,360,000  and  $2,810,000  were
outstanding attributable to the 1997 and 2002 series,  respectively.  During the
three months ended March 31, 2008 interest rates ranged between 1.51% and 3.72%.
Principal  and  accrued  interest  retiring  the  underlying  bonds are  payable
quarterly  through  March  2012  and July  2017  for the  1997 and 2002  series,
respectively.  Repayment of the bonds is guaranteed by a Letter of Credit issued
by the Company's primary commercial bank. Security for the Letter of Credit is a
priority first mortgage on the Kinpak facility and manufacturing equipment.

     The  Company,   through  its  subsidiaries,   Kinpak  Inc.,  and  Starbrite
Distributing,  Inc. are obligated  pursuant to various capital lease  agreements
covering   manufacturing   and  office  equipment   utilized  in  the  Company's
facilities.  Such obligations,  aggregating  approximately  $64,200 at March 31,
2008, have varying maturities through 2010 and carry interest rates ranging from
7% to 12%.

     During April 2005 we entered into a financing  obligation with Regions Bank
whereby they advanced the Company $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, 2008 were
$208,345 and 5.62% per annum) through maturity on April 15, 2010.


     The  composition  of these  obligations  at March 31, 2008 and December 31,
2007 were as follows:
<TABLE>
<CAPTION>
                                           Current Portion                  Long Term Portion
                                       -----------------------        --------------------------

                                         2008          2007               2009          2008
                                       ----------   ----------        -----------   ------------


<S>                                    <C>          <C>               <C>           <C>
Industrial Development Bonds           $ 460,000    $ 460,000         $3,710,000    $3,825,000
Notes Payable                             99,996       99,996            108,349       133,348
Capitalized equipment leases              29,318       29,910             34,851        30,630
                                       ----------   ----------        -----------  -------------

                                       $ 589,314    $ 589,906         $3,853,200    $3,988,978
                                       ==========   ==========        ===========  =============


</TABLE>
                                        7
<PAGE>
     Required  principal payment  obligations  attributable to the foregoing are
tabulated below:

      Twelve month period ending March 31,:
         2009                      $  589,314
         2010                         580,432
         2011                         504,607
         2012                         463,161
         2013                         415,000
         Thereafter                 1,890,000

                                  -----------

        Total                     $ 4,442,514
                                  ===========

     4. RELATED PARTY TRANSACTIONS

     At March 31, 2008 and December 31, 2007, the Company had amounts receivable
from  affiliated  companies,  which are  directly or  beneficially  owned by the
Company's president,  aggregating to $ 352,244 and $109,310  respectively.  Such
amounts result from sales to the affiliates, allocations of expenses incurred by
the Company on the affiliates' behalf and funds advanced to or from the Company.

     Sales to such affiliates  aggregated  approximately $ 195,400 and $ 196,600
during the three months ended March 31, 2008 and 2007, respectively.

     Commitments:

     On July 12, 2006 we entered into a ten-year lease for approximately  12,700
square feet of office and warehouse facilities in Fort Lauderdale,  Florida from
an entity  fifty  percent  owned each by Messrs.  Peter G. Dornau and Jeffrey J.
Tieger, our President and former Vice  President-Advertising,  respectively.  On
July 12, 2006 we renewed our lease agreement for a term of ten years.  The lease
required a minimum  rental of $100,500 the first year and provides for a maximum
2% increase on the anniversary of the lease  throughout the term, which has been
waived thru December 31, 2008. Additionally, the landlord is entitled to collect
from us its  pro-rata  share  of all  taxes,  assessments,  insurance  premiums,
operating charges,  maintenance  charges and any other expenses,  which normally
arise from ownership.  We believe that the terms of this lease are comparable to
those of similar properties in the same geographic area of the Company available
from unrelated third parties.  Rent charged to operations during the three month
period  ended March 31, 2008 and 2007  amounted to  approximately  $23,700  each
quarter respectively.

     The  Company  has entered  into a  corporate  guaranty  of a mortgage  note
obligation of such affiliate. The obligation aggregating  approximately $255,000
and $274,000 at March 31, 2008 and December 31, 2007,  respectively is primarily
secured by the real estate leased to the Company.

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

       Twelve month period ending March 31,:
           2009                    104,560
           2010                    106,640
           2011                    108,773
           Theareafter             517,427

                                 ----------
          Total                  $ 837,400
                                 ==========

[

     5. EARNINGS (LOSS) PER SHARE
<TABLE>
<CAPTION>
                                                                     Three months ended March 31,
                                                                          2008         2007
                                                                      ----------    ----------

<S>                                                                   <C>           <C>
Weighted-average common shares outstanding                            7,822,066     7,621,316

Dilutive effect of stock plans, other options
  & conversion rights                                                       -             -

                                                                      ----------    ----------

Dilutive weighted-average shares outstanding                          7,822,066     7,621,316
                                                                      ==========    ==========
</TABLE>
                                       8
<PAGE>
     6. RECENT ACCOUNTING PRONOUNCEMENTS:

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".
This statement clarifies the definition of fair value of assets and liabilities,
establishes a framework for measuring fair value of assets and  liabilities  and
expands the  disclosures on fair value  measurements.  SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007.  However,  the FASB deferred
the  effective  date of SFAS No.  157 until the  fiscal  years  beginning  after
November 15, 2008 as it relates to the fair value  measurement  requirements for
nonfinancial  assets and liabilities that are initially  measured at fair value,
but not measured at fair value in subsequent periods.  These nonfinancial assets
include  trademarks and other intangible  assets which are included within other
assets.  In accordance with SFAS No. 157, the Company has adopted the provisions
of SFAS No. 157 with respect to financial assets and liabilities effective as of
January 1, 2008 and its adoption  did not have a material  impact on its results
of  operations  or financial  condition.  The Company is assessing the impact of
SFAS No. 157 for  nonfinancial  assets and  liabilities  and  expects  that this
adoption  will not have a  material  impact  on its  results  of  operations  or
financial condition.

     In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial  Assets and  Financial  Liabilities  - including  an amendment of FASB
Statement  No.  115." SFAS No. 159 permits  entities  to choose to measure  many
financial  instruments and certain other items at fair value.  Unrealized  gains
and losses on items for which the fair value  option  has been  elected  will be
recognized  in  earnings  at each  subsequent  reporting  date.  SFAS No. 159 is
effective  for us on January  1, 2008.  We are  evaluating  the impact  that the
adoption  of SFAS No. 159 will have on our  future  results  of  operations  and
financial position.  The adoption of this standard has not had a material effect
on the consolidated  results of operations and financial position of the Company
for the reporting period.

     In December  2007,  the FASB issued SFAS No. 141 (revised  2007)  "Business
Combinations"  ("FASB No.  141(R)").  FASB No.  141(R)  retains the  fundamental
requirements of the original pronouncement requiring that the purchase method be
used for all business combinations.  FASB No. 141(R) defines the acquirer as the
entity  that  obtains  control  of  one  or  more  businesses  in  the  business
combination,  establishes  the  acquisition  date as the date that the  acquirer
achieves  control and requires the  acquirer to recognize  the assets  acquired,
liabilities assumed and any non-controlling  interest at their fair values as of
the  acquisition  date.  FASB No. 141(R) also requires that  acquisition-related
costs  be  recognized  separately  from the  acquisition.  FASB  No.  141(R)  is
effective  for the Company for fiscal 2010.  The Company is currently  assessing
the impact of FASB No. 141(R) on its consolidated financial position and results
of operations.

     In December  2007,  the FASB  issued  Statement  No.  160,  "Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB No. 51 ("FASB
No.  160")."  The  objective  of  FASB  No.  160 is to  improve  the  relevance,
comparability,  and  transparency of the financial  information that a reporting
entity  provides  in  its  consolidated  financial  statements  by  establishing
accounting  and  reporting  standards  for  the  Noncontrolling  interest  in  a
subsidiary and for the  deconsolidation of a subsidiary.  This Statement applies
to  all  entities  that  prepare  consolidated   financial  statements,   except
not-for-profit organizations. FASB No. 160 amends ARB 51 to establish accounting
and reporting standards for the Noncontrolling  interest in a subsidiary and for
the  deconsolidation  of a  subsidiary.  It  also  amends  certain  of ARB  51's
consolidation  procedures for consistency  with the requirements of FASB No. 141
(R). This  Statement is effective for fiscal years,  and interim  periods within
those fiscal years, beginning on or after December 15, 2008 (that is, January 1,
2009, for entities with calendar year-ends). Earlier adoption is prohibited. The
effective  date of this  Statement is the same as that of the related  Statement
141(R).  FASB No. 160 will be effective  for the  Company's  fiscal  2010.  This
Statement shall be applied  prospectively as of the beginning of the fiscal year
in which this Statement is initially  applied,  except for the  presentation and
disclosure  requirements.  The presentation and disclosure requirements shall be
applied retrospectively for all periods presented.

     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 2007, we utilized the
simplified  method to determine the expected option term, based upon the vesting
and  original  contractual  terms of the  option.  On January 1, 2008,  we began
calculating  the expected  option term based on our historical  option  exercise
data. This change did not have a significant impact on the compensation  expense
recognized for stock options granted in 2008.

     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

                                       9
<PAGE>
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.

     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  short-term
borrowings from Regions Bank pursuant to a revolving line of credit  aggregating
$6 million.  Such line matures May 31, 2008,  bears interest at the 30 Day LIBOR
plus 275 basis points  (approximately 5.87% at March 31, 2008) 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, 2008, we were obligated under this arrangement in the
amount of $ 2,700,000.

     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.  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, 2008, 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.

     The bonds are marketed  weekly at the prevailing  rates for such tax-exempt
instruments.  During the three  months  ended March 31, 2008 such bonds  carried
interest  ranging  between 1.5% 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
Alabama  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, 2008 were
approximately  $208,345 and 5.62%.  The maturity on this obligation is April 15,
2010.
                                       10
<PAGE>
     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. As of March 31, 2008,
the  inventory  value was  $7,058,042 a increase of  $1,064,000.  The  inventory
increase is a seasonal  increase,  in  anticipation of the warmer weather in the
northern parts of the US and the start of the boating season. In addition, there
was  strategic  purchasing of inventory in  anticipation  of higher raw material
prices.

     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,  2008 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.

     Results of Operations:

     Three Months Ended March 31, 2008  compared to the Three Months ended March
31, 2007

     Net sales  decreased  approximately $ 278,000 or 6.9% for the quarter ended
March  31,  2008,  compared  to the same  quarter  of the  preceding  year.  The
consolidated   net  sales  were   approximately  $  3,745,000  and  $  4,022,000
respectively.  The primary reason for the decreased  sales was the  unseasonably
cold weather in the northern parts of the United States, which delayed the start
of the boating season and the use of our products.

     Cost of goods sold amounted to  approximately  $ 2,874,000 or 76.7 % of net
sales,  a  increase  of 1% from the three  months  ended  March 31,  2007,  of $
2,848,000 or 70.8% of net sales. The cost of sales  percentage  increased due to
several factors  including the increase of the Company's raw material costs that
could not fully be passed on to our customers, in addition to increased outbound
freight  costs as a result of higher fuel costs that also could not be passed on
to customers.

     Selling and administrative expenses decreased by approximately $ 107,000 to
$ 927,000 or 24.7% of sales for the quarters  ended March 31, 2008,  compared to
$1,034,000 or 25.7% of sales for the comparative  2007 period.  The reduction in
costs were  primarily due to a reduction in outsourced  computer  services and a
allocation of insurance costs to cost of goods sold.

     Advertising  and promotion  expenses were  approximately  the same level as
2007  spending.  Expenses  for 2008  were  approximately  $202,000  compared  to
approximately  $ 207,000 in 2007. The Company  continued in the first quarter to
run  print  and TV  media  advertising  for its  products  in  boating  and auto
magazines.

     Interest  expense  for the three  month  period  ending  March 31, 2008 was
approximately $65,000,  compared to $97,000 in the corresponding period of 2007,
a decreased  of $ 32,000.  This is a result of two factors,  decreased  interest
rates and decreased borrowings.

     The net loss for the quarter ended March 31, 2008 amounted to approximately
$ 206,000 compared to a net loss of $ 163,000 for the comparable period in 2007.

     Item 3. Quantitative and Qualitative Disclosures about Market Risk

     N/A

     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
December 31, 2007,  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

                                       11
<PAGE>
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 reasonably  likely to
materially affect, our internal control over financial reporting.

                           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 - Not
Applicable

     Item 3. - Defaults Upon Senior Securities: Not applicable

     Item  4 -  Submission  of  Matters  to a  Vote  by  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

     32.1.1 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,  2008


     /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



                                       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, 2008;

     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:        May 12, 2008


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





                                       13
<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
period ended March 31, 2008;

     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:        May 12, 2008


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






                                       14
<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, 2008 (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, 2008


   /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





























                                       15