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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 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 August 6, 2008, there were 7,886,816 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
        June 30, 2008 (unaudited) and December 31, 2007                       3

      Condensed consolidated statements of operations
        for the three and six month periods ended
        June 30, 2008 and 2007 (unaudited)                                    4

      Condensed consolidated statements of cash flows
        for the six months ended June 30, 2008 and
        2007(unaudited)                                                       5

      Notes to (unaudited) condensed consolidated financial
        statements                                                         6-10

  Item 2. - Management's Discussion and Analysis
              of Financial Condition and Results of Operations            10-12

  Item 3. - Quantitative and Qualitative Disclosures
              about Market Risk                                              13

  Item 4. - Controls and Procedures                                          13
Part II - Other Information:

  Item 1. - Legal Proceedings                                                13

  Item 1A. - Risk Factors                                                    13

  Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds      13

  Item 3. - Defaults upon Senior Securities                                  13

  Item 4. - Submission of Matters to a Vote by Security Holders              13

  Item 5. - Other Matters                                                    13

  Item 6. - Exhibits                                                         14

  Signatures                                                                 14

  Certifications                                                          15-17

<PAGE>
PART I - Financial Information
1. Financial Statements (unaudited)
<TABLE>
<CAPTION>

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

                                                                       JUNE 30, 2008     DECEMBER 31, 2007
                                                                     ---------------     -----------------
                              ASSETS                                     (UNAUDITED)

<S>                                                                     <C>                 <C>
Current Assets:
Cash                                                                    $    598,098        $    750,901
Trade accounts receivable net of allowance for doubtful
accounts of approximately $47,000 at June 30, 2008 and
 December 31, 2007 respectively                                            1,883,880           1,974,654
Income taxes receivable                                                       96,817                 -
Inventories, net                                                           7,591,081           5,993,657
Prepaid expenses and other current assets                                    152,709             285,126
                                                                        ------------        ------------

Total current assets                                                      10,322,585           9,004,338
                                                                        ------------        ------------

Property, plant and equipment, net                                         6,019,604           6,235,812
                                                                        ------------        ------------
Other assets:
Trademarks, trade names and patents, net
of accumulated amortization                                                  330,439             330,439
Due from affiliated companies, net                                           210,944             109,310
Deposits and other assets                                                    151,601             253,718
                                                                        ------------        ------------

Total Other Assets                                                           692,984             693,467
                                                                        ------------        ------------

Total Assets                                                            $ 17,035,173        $ 15,933,617
                                                                        ============        ============

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Accounts payable - trade                                                $  1,213,563        $  1,010,263
Note payable - bank                                                        2,900,000           1,750,000
Current portion of long term debt                                            589,034             589,906
Accrued expenses payable                                                     773,432             511,758
                                                                        ------------        ------------

Total Current Liabilities                                                  5,476,029           3,861,927
                                                                        ------------        ------------

Long term debt, less current portion                                       3,706,126           3,988,978
                                                                        ------------        ------------

Shareholders' Equity:
Common stock - $.01 par value, 10,000,000 shares authorized;
7,871,816 shares issued and outstanding at
June 30, 2008 and December 31, 2007, respectively                             78,718              78,718
Additional paid in capital                                                 7,840,285           7,780,547
Foreign currency translation adjustment                                 (    272,839)       (    209,049)
Retained earnings                                                            215,049             440,691
                                                                        ------------        ------------

                                                                           7,861,213           8,090,907

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

Total Shareholders' Equity                                                 7,853,018           8,082,712
                                                                        ------------        ------------


Total Liabilities and Shareholders' Equity                              $ 17,035,173        $ 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                       FOR THE SIX MONTHS
                                                                 ENDED JUNE 30,                            ENDED JUNE 30,
                                                             --------------------                       ------------------
                                                                2008              2007               2008                 2007
                                                           ------------       ------------       ------------       -------------

<S>                                                        <C>                <C>                <C>                <C>
Gross Sales                                                $ 5,205,221        $ 5,968,738        $ 9,185,740        $ 10,388,395

Allowances                                                     214,255            534,735            449,814             931,984
                                                           ------------       ------------       ------------       -------------

Net sales                                                    4,990,966          5,434,003          8,735,926           9,456,411

Cost of goods sold                                           3,285,957          3,275,260          6,159,781           6,122,769
                                                           ------------       ------------       ------------       -------------


Gross profit                                                 1,705,009          2,158,743          2,576,145           3,333,642
                                                           ------------       ------------       ------------       -------------
Expenses:
Advertising and promotion                                      467,724            467,380            670,070             674,032
Selling and administrative                                   1,149,478          1,190,910          2,076,725           2,225,052
Interest expense                                                95,246            105,860            159,933             203,098
                                                           ------------       ------------       ------------       -------------


Total expenses                                               1,712,448          1,764,150          2,906,728           3,102,182
                                                           ------------       ------------       ------------       -------------

Operating Income (Loss)                                          (7,439)           394,593        (   330,583)            231,460
Other Income (Expense)                                            (822)              -                11,086                -
                                                           ------------       ------------       ------------       -------------


Income (Loss) before income taxes                          (     8,261)           394,593        (   319,497)            231,460

Income tax expense (benefit)                                     9,453               -           (    95,493)               -
                                                           ------------       ------------       ------------       -------------

Net Income (Loss)                                          (    17,714)           394,593        (   224,004)            231,460

Other comprehensive Income (Loss), net of tax
Foreign currency translation adjustment                    (    62,480)            34,912        (    63,790)       (     33,845)
                                                           ------------       ------------       ------------       -------------

Comprehensive Income (Loss)                                ($   80,194)         $ 429,505        ($  287,794)       $    197,615
                                                           ============       ============       ============       =============

Income (Loss) per common share - basic                     ($     0.00)            $ 0.06        ($     0.03)       $       0.03
                                                           ============       ============       ============       =============

Income (Loss) per common share - diluted                   ($     0.00)            $ 0.05        ($     0.03)       $       0.02
                                                           ============       ============       ============       =============

Weighted average shares - basic                              7,871,816          7,689,316          7,871,816           7,655,316
                                                           ============       ============       ============       =============

Weighted average shares - diluted                            7,871,816          8,572,376          7,871,816           8,538,376
                                                           ============       ============       ============       =============

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

                                       4
<PAGE>

                       OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
                                    (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              2008                2007
                                                                         ------------        ------------
   <S>                                                                  <C>                 <C>
   Cash flows from operating activities:

   Net Income (Loss)                                                    ($   224,004)       $    231,460

   Adjustments to reconcile Net income (Loss)
   to net cash provided by (used in) operations:

   Depreciation and amortization                                             394,598             388,498
   Compensation cost associated with stock options and stock awards           59,738             166,694
   Change in allowance for doubtful accounts                                   2,106             142,431

   Changes in assets and liabilities:

   Accounts receivable                                                        88,668        (    594,696)
   Inventory                                                            (  1,597,424)       (    865,075)
   Prepaid expenses and other assets                                         137,716             (26,650)
   Accounts payable and other accrued liabilities                            399,147             644,898
                                                                        -------------       -------------

   Net cash provided by (used in) operating activities                  (    739,455)             87,560
                                                                        -------------       -------------

   Cash flows from investing activities:

   Purchases of property, plant and equipment                           (    178,391)       (     74,700)
                                                                        -------------       -------------

   Net cash provided by (used in) investing activities                  (    178,391)       (     74,700)
                                                                        -------------       -------------

   Cash flows from financing activities:

   Borrowings line of credit, net                                          1,150,000             851,998
   Amounts due from affiliates                                          (    101,634)            231,200
   Short term borrowings, net                                           (        872)
   Principal payments - Long-term debt                                  (    282,852)       (    292,785)
                                                                        -------------       -------------

   Net cash provided by (used in) financing activities                        764,642             790,413
                                                                        -------------       -------------

   Cash prior to effect of exchange rate on cash                        (    153,204)            803,273
   Effect of exchange rate on cash                                               401        (     33,845)
                                                                        -------------       -------------

   Net (decrease) increase in cash                                      (    152,803)            769,428

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

   Cash at end of period                                                $    598,098        $    840,508
                                                                        =============       =============



   Supplemental disclosure of cash transactions:
   Cash paid for interest during period                                 $    159,933        $    208,579
                                                                        -------------       -------------

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



   The company had no cash equivalents at June 30, 2008 and 2007


   The accompanying notes are an integral  part  of these unaudited condensed  consolidated financial statements.
</TABLE>
                                       5
<PAGE>
                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                 NOTES TO THE 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 10 of Regulation S-X of the Securities and Exchange Commission and,
therefore,  do not include  information  or footnotes  necessary  for a complete
presentation  of financial  position,  results of  operations  and cash flows in
conformity with accounting principles generally accepted in the United States of
America.  However,  all adjustments  (consisting of normal  recurring  accruals)
that, in the opinion of management, are necessary for a fair presentation of the
financial statements have been included.  Operating results for the period ended
June 30, 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 - receipt 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 both raw and finished  materials,  in-bound  freight,  out-bound  freight (in
those  instances  that  we  absorb  such  costs),  purchasing,   receiving,  and
inspection  costs.  Other costs of the  distribution  network are  reflected  in
Selling,   General  and  Administrative  expenses.  Also  included  therein  are
managerial and clerical wages and related  expenses,  office and  administrative
occupancy  costs,  taxes,  professional  fees,  insurance  coverage's  and other
related expenses.

Inventories

     Inventories  are comprised of raw materials,  work-in  process and finished
goods and  stated  at the lower of cost or  market.  Cost is  determined  by the
first-in, first-out method.


     2. SUMMARY OF SIGNIFICANT ACCOUNTING CHANGES:

     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 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 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
                                       6
<PAGE>
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. 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 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.  During 2008, we continue to  use
the simplified method in accordance with SAB No. 110.


     3. RECENT ACCOUNTING PRONOUNCEMENTS:

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

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

     In May 2008,  the FASB issued SFAS No. 162,  "The  Hierarchy  of  Generally
Accepted  Accounting  Principles."  SFAS  No.  162  identifies  the  sources  of
accounting  principles and provides  entities with a framework for selecting the
principles  used in  preparation of financial  statements  that are presented in
conformity with GAAP. The current GAAP hierarchy has been criticized  because it
is directed to the auditor rather than the entity,  it is complex,  and it ranks
FASB Statements of Financial Accounting Concepts,  which are subject to the same
level of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due  process.  The Board  believes the GAAP  hierarchy  should be
                                       7
<PAGE>
directed  to  entities  because  it is the  entity  (not its  auditors)  that is
responsible for selecting  accounting  principles for financial  statements that
are presented in conformity  with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company's  consolidated  financial position and
results of operations.

     In  May,  2008  the  FASB  issued  FASB  Staff  Position  (FSP)  APB  14-1,
"Accounting for Convertible  Debt  Instruments  That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement)." APB 14-1 requires the issuer to
separately  account for the liability and equity  components of convertible debt
instruments in a manner that reflects the issuer's nonconvertible debt borrowing
rate. The guidance will result in companies  recognizing higher interest expense
in the statement of operations due to  amortization of the discount that results
from separating the liability and equity components.  APB 14-1 will be effective
for financial  statements  issued for fiscal years  beginning after December 15,
2008, and interim  periods  within those fiscal years.  The Company is currently
evaluating  the  impact  of  adopting  APB  14-1 on its  consolidated  financial
statements.

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


     4. INVENTORIES

     The  composition  of inventories at June 30, 2008 and December 31, 2007 are
as follows:
                                                  2008                2007
                                               -----------        -----------
      Raw materials                            $ 4,006,752        $ 3,247,359
      Finished goods                             3,699,956          2,821,861
      Less inventory reserve                   (   115,627)       (    75,563)
                                               ------------       ------------
      Inventory - net                          $ 7,591,081        $ 5,993,657
                                               ============       ============

     At June 30, 2008 and December 31, 2007,  approximately $116,000 and $76,000
respectively is reflected in the accompanying  consolidated financial statements
as  a  reserve  for  excess,  obsolete,  slow  moving  and  shrinkage  inventory
adjustments.

     5. PROPERTY, PLANT & EQUIPMENT

     The Company's  property,  plant and equipment consisted of the following at
June 30, 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                4,389,154          4,389,154
     Manufacturing and warehouse equipment            6-20              6,492,622          6,367,883
     Office equipment and furniture                   3-5                 553,917            509,496
     Leasehold improvement                           10-15                122,644            122,644
     Construction in process                           N/A                 30,310             21,080
                                                                    -------------       ------------
                                                                       11,866,972         11,688,582
     Less accumulated depreciation                                    ( 5,847,368)       ( 5,452,770)
                                                                    -------------       ------------
    Total property, plant and equipment, net                        $   6,019,604       $  6,235,812
                                                                    =============       ============
</TABLE>
                                      8
<PAGE>
     6. NOTE PAYABLE BANK

     The primary  sources of our liquidity  are our  operations  and  short-term
borrowings from Regions Bank pursuant to a revolving line of credit  aggregating
$6 million.  Such line matures May 31, 2011,  bears interest at the 30 Day LIBOR
plus 250 basis  points  (approximately  5.0% at June 30, 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 June 30, 2008, we were obligated under this arrangement in the
amount of $2,900,000.

     7. LONG-TERM DEBT

     Long-term debt at June 30, 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 June 30, 2008,  $1,275,000  and  $2,780,000  were
outstanding attributable to the 1997 and 2002 series,  respectively.  During the
six months  ended June 30, 2008  interest  rates  ranged  between 1.5% and 3.7%.
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 subsidiary,  Kinpak Inc., is obligated pursuant to
various capital lease agreements  covering  equipment  utilized in the Company's
Alabama plant. Such obligations,  aggregating  approximately $32,529 at June 30,
2008, have varying maturities through 2012 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 June 30, 2008 were
approximately $183,346 and 5% per annum, respectively) through maturity on April
15, 2010.

     The composition of these obligations at June 30, 2008 and December 31, 2007
were as follows:
<TABLE>
<CAPTION>
                                                   Current Portion                  Long Term Portion
                                                   ---------------                  -----------------
                                                   2008          2007             2008              2007
                                                   ----          ----             ----              ----
<S>                                             <C>           <C>             <C>               <C>
         Industrial Development Bonds           $460,000      $460,000        $3,595,000        $3,825,000
         Notes payable                            99,996        99,996            83,350           133,348
         Capitalized equipment leases             29,038        29,910            27,776            30,630
                                                --------      --------        ----------        ----------
                                                $589,034      $589,906        $3,706,126        $3,988,978
                                                ========      ========        ==========        ==========
</TABLE>
     Required  principal payment  obligations  attributable to the foregoing are
tabulated below:

Twelve month period ending June 30,:
        2009                   $  589,034
        2010                      553,599
        2011                      469,795
        2012                      462,732
        2013                      440,000
        Thereafter              1,780,000
                               ----------
        Total                  $4,295,160
                               ==========

     8. RELATED PARTY TRANSACTIONS

     At June 30, 2008 and December 31, 2007, the Company had amounts  receivable
from and payable to  affiliated  companies,  which are directly or  beneficially
owned by the Company's president,  aggregating a net receivable of approximately
$210,944  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  $298,679 and $270,934
during the six months ended June 30, 2008 and 2007, and $103,279 and $74,256 for
the three months ended June 30, 2008 and 2007, respectively.


                                       9
<PAGE>
 Commitments:

     On May 1, 2008,  the Company  renewed for ten years the existing  lease for
approximately  12,700  square feet of office and  warehouse  facilities  in Fort
Lauderdale,  Florida from an entity  owned by a certain  officer of the Company.
The lease  required a minimum  rental of $94,800 plus  applicable  taxes for the
first year and  provides  for a maximum 2%  increase on the  anniversary  of the
lease  throughout  the term,  which has been waived  through  December 31, 2008.
Additionally,  the  landlord  is entitled  to its  pro-rata  share of all taxes,
assessments,  and any other expenses that arise from ownership.  Rent charged to
operations aggregated approximately $53,500 during the six months ended June 30,
2008 and 2007, and $25,100 for the three months ended June 30, 2008 and 2007.

     The  Company  had entered  into a  corporate  guaranty  of a mortgage  note
obligation of such affiliate. The obligation aggregating  approximately $274,000
at December 31,  2007.  The property  was  refinanced  in the 2nd quarter  2008,
without a corporate guaranty.

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

     Twelve month period ending June 30,:
        2009              $   100,823
        2010                  102,839
        2011                  104,896
        2012                  106,994
        2013                  109,134
        Thereafter            558,882
                          -----------
        Total             $ 1,083,568
                          ===========

     9. EARNINGS (LOSS) PER SHARE
<TABLE>
<CAPTION>
                                                    Three months                               Six months
                                                    ended June 30,                            ended June 30,
                                                    --------------                            --------------
                                               2008               2007                  2008              2007
                                               ----               ----                  ----              ----
<S>                                          <C>                <C>                   <C>               <C>
Weighted-average common
  shares outstanding                         7,871,816         7,689,316              7,871,816         7,655,316
Dilutive effect of stock plans,
  other options & conversion rights                -             883,060                    -             883,060
                                             ---------         ---------              ---------         ---------
Diluted weighted-average shares
  outstanding                                7,871,816         8,572,376              7,871,816         8,538,376
                                             =========         =========              =========         =========
</TABLE>

     10. SUBSEQUENT EVENT

     Subsequent to June 30, 2008 the Company entered into  negotiations with one
of its  customers  to alter  the  manner  in which it is  currently  transacting
business.  It is  intended  that the  Company  will be  allowed  to  manage  the
inventory  levels  at its  customer's  warehouses  and  will  be paid as the the
products  are  sold by such  customer.  It is  further  expected  that  this new
arrangement will commence on or around October 1, 2008.  However,  at this time,
the  negotiations  are not  finalized  and the impact of this new  agreement  to
historical or prospective operations is not currently determinable.


     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.

                                       10
<PAGE>
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, 2011,  bears interest at the 30 Day LIBOR
plus 250 basis  points  (approximately  5.0% at June 30, 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 June 30, 2008, we were obligated under this arrangement in the
amount of $2,900,000.

     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 six  months  ended  June 30,  2008 and 2007 such bonds
carried interest ranging between 1.5% and 3.7%, and 3.3% and 3.7%, respectively.
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 June 30, 2008 were
approximately $183,300. The maturity on this obligation is April 15, 2010.

     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 June 30, 2008,
the inventory value was approximately $7,591,000, an increase of $1,597,000. The
inventory increase is a seasonal increase,  in anticipation of colder weather in
the  northern  parts  of the  United  States  and  the  start  of the  Company's
winterizing programs including sale of antifreeze.

     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 June 30, 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.

                                       11
<PAGE>
Results of Operations:

     For The Three Months Ended June 30, 2008 compared to the Three Months ended
June 30, 2007

     Net sales were  approximately  $ 4,991,000  for the three months ended June
30, 2008 compared to $5,434,000 for the comparative  quarter 2007, a decrease of
$443,000 or 8.2%. Due to the unprecedented increase in petroleum prices, slowing
economy,  and the  tightening  credit market for the purchase of new boats,  the
recreational boating industry has been adversely affected.  The manufacturing of
new boats has slowed, with plants closures,  in addition to the curtailed use of
recreation boats due to high fuel prices. We believe we are well positioned when
the industry recovers.

     Cost of goods sold as a percentage of net sales increased to 65.8% of sales
compared to 60.3% for the comparative 2007 quarter. This increase in the cost of
goods sold percentage of 5.6 % was a result of the unprecedented increase in oil
prices and the resulting increase in the Company's raw material costs that could
not be fully passed on to our  customers.  In addition due to higher oil prices,
transportation  costs  increased  for  both  inbound  raw  materials  as well as
outbound freight to our customers.

     Advertising and promotion was  approximately  $467,000 for both comparative
quarters.  Management has taken  initiatives to reduce  spending for advertising
and promotion for the balance of the year.

     Selling and  administrative  expenses  decreased  approximately  $62,600 to
$1,149,000 for 2008,  from  $1,190,900  for 2007.  Management has taken steps to
reduce spending.  Cost savings were realized in compensation  expense as well as
computer consulting services.

     Interest expense  decreased to approximately  $95,000 for the quarter ended
June 30, 2008 compared to the corresponding  quarter in 2007. Reduced borrowings
and interest rates decreased interest expense 10% or approximately $10,600.

     Our net loss for the quarter ended June 30, 2008 amounted to  approximately
$18,000 compared to a net income of $395,000 for the comparable  period in 2007.
The Company has a net tax expense for the quarter of approximately  $9,000, as a
result of tax accruals.

     For the Six Months  Ended June 30, 2008  Compared  To The Six Months  Ended
June 30, 2007

     Net sales were  approximately  $8,736,000  for the six month period  ending
June 30, 2008  compared to  approximately  $9,456,000  for the 2007  comparative
period, a decrease of approximately  $720,000 or 7.6%. The decrease in sales for
the six month period as discussed above in the current quarter MD&A narrative is
related to unprecedented higher oil prices and tightened credit for the purchase
of new boats,  resulting in less of the  Company's  products  being sold to boat
manufacturers  and  less  products  sold  at  retail  due to  reduced  usage  of
recreational boats from higher fuel prices.

     Cost of goods sold as a  percentage  of sales  increased  to 70.5% of sales
compared to 64.7% for the comparative 2007 six month period.  As discussed above
in the quarterly  narrative the increase in cost of goods sold percentage of 5.6
% was a result of the  unprecedented  increase  in oil prices and the  resulting
increase in the Company's  raw material  costs that could not be fully passed on
to our  customers.  In addition due to higher oil prices,  transportation  costs
increased  for both  inbound raw  materials  as well as outbound  freight to our
customers.

     Advertising and promotion was  approximately  $670,000 compared to $674,000
for the  comparative  period of 2007.  Management has taken advantage of reduced
advertising  rates for unsold  space and will  continue to avail  itself of this
avenue for advertising Starbrite products for the balance of the year.

     Selling and administrative  expenses decreased to approximately  $2,076,000
for the six months ended June 30, 2008 compared to $2,225,000 for the six months
ended June 30, 2007,  which  corresponds  to a decrease of $149,000 or 6.7%. The
significant  component of this  decrease was caused by a reduction of commission
expense in relation  with reduced  sales  volume as well as reduced  general and
administrative compensation expense.

     Interest expense for 2008 decreased  approximately $43,000 when compared to
the same six month  period  of 2007.  This  principally  resulted  from  reduced
borrowings and interest rates for the comparative periods.

     The loss was approximately  $224,000 for the six months ended June 30, 2008
compared to a net income of approximately $231,460 for the six months ended June
30, 2007.

                                       12
<PAGE>
     Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable

     Item 4. Controls and Procedures

     Evaluation of Disclosure  Controls and Procedures:  The Company has carried
out an evaluation  under the supervision of management,  including the President
and Chief  Executive  Officer ("CEO") and the Vice President - Finance and Chief
Financial  Officer ("CFO"),  of the effectiveness of the design and operation of
its disclosure  controls and procedures.  Based on that evaluation,  our CEO and
CFO have concluded  that, as of June 30, 2008,  our disclosure  controls and
procedures were effective to ensure that information required to be disclosed by
the  Company  in the  reports  filed or  submitted  by it under  the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within the time  periods  specified in the rules and forms of the SEC,
and include controls and procedures designed to ensure that information required
to be  disclosed  by us in such  reports  is  accumulated  and  communicated  to
management,  including the CEO and CFO, as appropriate to allow timely decisions
regarding required disclosures.

Changes in Internal Control Over Financial Reporting.

     No change in our internal  control over financial  reporting (as defined in
Rules  13a-15(f) and 15d-15(f)  under the Exchange Act) occurred during the most
recent fiscal  quarter that has  materially  affected,  or 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 Vote of Security Holders:

     On June 20, 2008, at our annual meeting of  shareholders,  nine  directors;
Peter G. Dornau, Edward Anchel, Jeffrey S. Barocas, Sonia B. Beard, Greg Dornau,
William  Dudman,  James M.  Kolisch,  Laz L.  Schneider  and John B. Turner were
elected, shareholders ratified and approved the 2008 Incentive Stock Option Plan
and the 2008 Non-Qualified Stock Option Plan and approved  Berenfeld,  Spritzer,
Shechter & Sheer,  Certified  Public  Accountants & Consultants,  as independent
auditors for the year ending December 31, 2008.

     The tabulation of voting for the foregoing was as follows:
<TABLE>
<CAPTION>

                                                                   For          Against        Abstain

<S>                                                             <C>               <C>            <C>
Election of Directors                                           6,354,240           -            4,106

Approve 2008 Incentive Stock Option Plan                        5,347,737        86,518          3,632

Approve 2008 Non-Qualified Stock Option Plan                    5,347,283        87,104          3,500

Ratify appointment of Berenfeld, Spritzer, Shechter & Sheer     6,355,873         2,190            283
 as independent CPA through December 31, 2008
</TABLE>

     Item 5 - Other Matters - Not applicable

                                       13
<PAGE>

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:   August 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













































                                       14
<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 June 30, 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  registran's  other  certifying  officer and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act  Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and we have:

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

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

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

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

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

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

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


Dated:  August 12, 2008               /s/ Peter G. Dornau
                                          Peter G. Dornau
                                          Chairman of the Board and
                                          Chief Executive Officer






                                       15
<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 June 30, 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  registran's  other  certifying  officer and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act  Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and we have:

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

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

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

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

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

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

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


Dated:    August 12, 2008             /s/ Jeffrey S. Barocas
                                          Jeffrey S. Barocas
                                          Chief Financial Officer

                                       16
<PAGE>
                                                                    Exhibit 32.1



                                  CERTIFICATION

     Pursuant  to  18U.S.C.Section  1350,  the  undersigned  officers  of  Ocean
Bio-Chem,  Inc. (the  "Company"),  hereby  certify that the Company's  Quarterly
Report on Form 10-Q for the  quarter  ended June 30, 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:    August 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













































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