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 September 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 November 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 September 30, 2008 and December
       31, 2007                                                            3

     Condensed consolidated statements of
       operations for the three and nine month
       periods ended September 30, 2008 and 2007                           4

     Condensed consolidated statements of cash flows
       for the nine months ended September 30, 2008 and 2007               5

     Notes to condensed consolidated financial statements                 6-12

Item 2. - Management's Discussion and Analysis
      of Financial Condition and Results of Operations                   12-15

Item 3 - Quantitative and Qualitative Disclosures
      about Market Risk                                                   15

Item 4 - Controls and Procedures                                          15

Part II - Other Information:

Item 1. - Legal Proceedings                                               115

Item 1A. - Risk Factors                                                   16

Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds     16

Item 3. - Defaults upon Senior Securities                                 16

Item 4. - Submission of Matters to a Vote by Security Holders             16

Item 5. - Other Matters                                                   16

Item 6. - Exhibits                                                        16

Signatures                                                                16

Certifications                                                           17-19
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

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

                                                                           SEPTEMBER 30,       DECEMBER 31,
                                                                              2008                 2007
                                                                        ------------------    --------------
                                                                             (UNAUDITED)

                              ASSETS
<S>                                                                        <C>                 <C>
Current Assets:
Cash                                                                       $    535,123        $    750,901
Trade accounts receivable net of allowance for doubtful
accounts of approximately $42,042 and $46,996 at September 30 ,
2008 and December 31, 2007 respectively                                       3,683,825           1,974,654
Inventories, net                                                              6,827,140           5,993,657
Prepaid expenses and other current assets                                       407,775             285,126
                                                                           -------------       -------------

Total Current Assets                                                         11,453,863           9,004,338
                                                                           -------------       -------------

Property, plant and equipment, net                                            5,875,302           6,235,812
                                                                           -------------       -------------

Other Assets:
Trademarks, trade names and patents, net                                        330,439             330,439
Due from affiliated companies, net                                              330,031             109,310
Deposits and other assets                                                       143,763             253,718
                                                                           -------------       -------------
Total Other Assets                                                              804,233             693,467
                                                                           -------------       -------------

Total Assets                                                               $ 18,133,398        $ 15,933,617
                                                                           =============       =============

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Accounts payable - trade                                                   $  1,661,941         $ 1,010,263
Notes payable - bank                                                          2,650,000           1,750,000
Current portion of long term debt                                               588,934             589,906
Accrued expenses payable                                                      1,170,859             511,758
                                                                           -------------       -------------

Total Current Liabilities                                                     6,071,734           3,861,927
                                                                           -------------       -------------

Long term debt, less current portion                                          3,560,614           3,988,978
                                                                           -------------       -------------

Shareholders' Equity:
Common stock - $.01 par value, 10,000,000 shares authorized;
7,886,816 and 7,871,816 shares issued and outstanding at
September 30, 2008 and December 31, 2007, respectively                           78,868              78,718
Additional paid in capital                                                    7,887,535           7,780,547
Less cost of common stock in treasury, 7,519 shares                        (      8,195)       (      8,195)
Foreign currency translation adjustment                                    (    275,204)       (    209,049)
Retained earnings                                                               818,046             440,691

                                                                           -------------       -------------
Total Shareholders' Equity                                                    8,501,050           8,082,712
                                                                           -------------       -------------

Total Liabilities and Shareholders' Equity                                 $ 18,133,398        $ 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 NINE MONTHS
                                                   ENDED SEPTEMBER 30,               ENDED SEPTEMBER 30,

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

<S>                                          <C>              <C>             <C>              <C>
Gross Sales                                  $ 8,911,090      $ 7,517,154     $ 18,096,830     $ 17,905,549

Allowances                                       690,082          566,210        1,139,896        1,498,194
                                             ------------     ------------    -------------    -------------

Net sales                                      8,221,008        6,950,944       16,956,934       16,407,355

Cost of goods sold                             5,905,666        4,722,777       12,065,447       10,845,546
                                             ------------     ------------    -------------    -------------

Gross profit                                   2,315,342        2,228,167        4,891,487        5,561,809

Expenses:
Advertising and promotion                        409,366          571,524        1,079,435        1,245,556
Selling and administrative                       877,023          965,655        2,953,747        3,190,707
Interest expense                                  72,386           44,891          231,882          247,989
                                             ------------     ------------    -------------    -------------

Total expenses                                 1,358,775        1,582,070        4,265,064        4,684,252
                                             ------------     ------------    -------------    -------------

Operating income                                 956,567          646,097          626,423          877,557

Other income                                      11,285           18,597           21,932           18,597
                                             ------------     ------------    -------------    -------------

Income before income taxes                       967,852          664,694          648,355          896,154

Income taxes                                     366,493                -          271,000                -
                                             ------------     ------------    -------------    -------------

Net Income                                       601,359          664,694          377,355          896,154

Other comprehensive (loss) income, net of tax

Foreign currency translation adjustment      (     2,365)     (    66,611)    (     66,155)    (    100,456)
                                             ------------     ------------    -------------    -------------

Comprehensive income                           $ 598,994        $ 598,083     $    311,200     $    795,698
                                             ============     ============    =============    =============


Income per common share - basic                   $ 0.08           $ 0.09           $ 0.05           $ 0.12
                                             ============     ============    =============    =============

Income per common share - diluted                 $ 0.07           $ 0.08           $ 0.05           $ 0.10
                                             ============     ============    =============    =============

Weighted average shares - basic                7,886,816        7,723,316        7,876,816        7,677,983
                                             ============     ============    =============    =============

Weighted average shares - diluted              8,051,744        8,759,009        8,177,452        8,886,256
                                             ============     ============    =============    =============


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 NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                               2008              2007
Cash flows from operating activities:

<S>                                                                        <C>                 <C>
Net income                                                                 $    377,355        $  896,154
Adjustment to reconcile net income (loss)
to net cash provided by (used in) operations:

Depreciation and amortization                                                   590,954           588,965
Compensation cost associated with stock options and stock awards                107,138           171,025
Change in allowance for doubtful accounts                                         3,926           180,499

Changes in assets and liabilities:

Accounts receivable                                                        (  1,779,654)       (2,435,763)
Inventory                                                                  (    833,483)       (  606,944)
Prepaid expenses                                                           (     12,694)       (  130,232)
Accounts payable and other accrued liabilities                                1,310,780           947,415
                                                                           -------------       ------------

Net cash provided by (used in) operating activities                        (    235,678)       (  388,881)
                                                                           -------------       ------------

Cash flows from investing activities:

Purchases of property, plant and equipment                                 (    230,444)       (  181,870)
                                                                           -------------       ------------

Net cash used in investing activities                                      (    230,444)       (  181,870)
                                                                           -------------       ------------

Cash flows from financing activities:

Borrowings line of credit, net                                                  900,000         1,600,000
Amounts due from affiliates                                                (    220,721)          189,814
Short term borrowings, net                                                 (        972)              -
Principal payments - Long-term debt                                        (    428,364)       (  435,436)
                                                                           -------------       ------------

Net cash provided by financing activities                                       249,943         1,354,378

Cash prior to effect of exchange rate on cash                              (    216,179)          783,627
Effect of exchange rate on cash                                                     401        (  100,456)
                                                                           -------------       ------------
Net (decrease) increase in cash                                            (    215,778)          683,171

Cash at beginning of period                                                     750,901            71,080
                                                                           -------------       ------------
Cash at end of period                                                      $    535,123        $  754,251
                                                                           =============       ============


Supplemental disclosure of cash transactions:
Cash paid for interest during period                                       $    231,882        $  270,154
                                                                           -------------       ------------

Cash paid/(received) for income taxes during period                        ($    40,919)       $      -
                                                                           -------------       ------------




The company had no cash equivalents at September 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 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
September  30, 2008 are not  necessarily  indicative  of the results that may be
expected for 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. For
customers for whom the Company manages the inventory, at their location, revenue
is  recognized  when the products are sold to a third party.  Reported net sales
are net of customer  prompt pay discounts,  contractual  allowances,  authorized
customer  returns,  consumer  rebates and other  allowable  deductions  from our
invoices.  Cooperative advertising deductions, based on our customers' promotion
of our  products  is  recognized  as an  advertising  cost and  charged  against
operations as an operating expense.  The Company follows the policy of reporting
sales  taxes as a net amount - receipt  and  payments  recorded  in a  liability
account.

     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.

Stock Based Compensation

     At  September  30,  2008,  the Company had options  outstanding  under four
stock-based  compensation  plans, which are described below. On January 1, 2006,
the  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 123R
(revised  2004),  "Share Based Payment"  ("SFAS No.  123R"),  which requires the
measurement  and recognition of  compensation  cost for all share-based  payment
awards made to  employees  and  directors  based on estimated  fair values.  The
Company  has  elected  to use the  modified  prospective  transition  method for
adopting  SFAS  No.  123R,   which  requires  the   recognition  of  stock-based
compensation  cost on a prospective  basis;  therefore,  prior period  financial
statements have not been restated. Under this method, the provisions of SFAS No.
123R are applied to all awards granted after the adoption date and to awards not
yet vested with unrecognized expense at the adoption date based on the estimated
fair value at grant date as determined under the original provisions of SFAS No.
123. The impact of forfeitures that may occur prior to vesting is also estimated
and considered in the amount recognized.

                                       6
<PAGE>
     Under various plans, the Company may grant incentive or non-qualified stock
options to employees and directors. The terms of stock options granted under the
plans  are  determined  by the  Directors  at the time of grant,  including  the
exercise price, term and any restrictions on the  exercisability of such option.
The  exercise  price of all options  granted  under the plans  equals the market
price at the date of grant,  except  for  options  granted  to Mr.  Dornau,  our
President  and CEO,  which are  generally  granted at a premium of 10% above the
market price of the underlying  common stock, and no option is exercisable after
the  expiration  of five or ten years from the date of grant,  depending  on the
Plan  under  which it was  awarded.  The  stock  options  outstanding  under our
qualified or incentive plans were generally  granted for terms of five years and
vest on a straight line basis over such period.  The stock  options  outstanding
under our 2002 non qualified plan were generally  granted for terms of ten years
and vested immediately.  No employee  compensation expense was recognized in the
financial  statements  upon either the grant or exercise of these stock options.
Prior to January 1, 2006 we  followed  the  provisions  of APB  Opinion  No. 25,
Accounting for Stock Issued to Employees, to record compensation costs.

     As of September 30, 2008, the number of options  outstanding and the number
of shares  available for grant under each Stock Option Plan and non-plan options
is presented below:

<TABLE>
<CAPTION>


          Plan                       Options Outstanding               Options Available for Grant
          -------------             ----------------------             ----------------------------
          <S>                           <C>                                   <C>
          NON-PLAN:                       231,000   shares                         N/A

          1994 PLAN                       154,500   shares                        None
          2002 PLAN                       270,000   shares                        None
          2007 PLAN                       321,000   shares                      79,000  shares
          2008 PLAN                       159,500   shares                     240,500  shares
          2002 PLAN NQ                    185,000   shares                        None
          2008 PLAN NQ                          0   shares                     200,000  shares
                                        ---------                              -------
          Total                         1,321,000   shares                     519,500  shares
                                        =========                              =======
</TABLE>

     Information with respect to our Stock Option Plan activity is as follows:

                              Weighted Average
                                   Shares        Exercise Price
                              ----------------   --------------
       Options outstanding
       January  1, 2008          930,500           $ 1.31

       Options granted           159,500             0.97

       Options exercised             -                 -

       Options forfeited             -                 -
                               ---------           ------
       Options outstanding at
       September 30, 2008      1,090,000             1.26

       Non Plan Options          231,000             0.76
                               ---------           ------

        Totals                 1,321,000           $ 1.17
                               =========           ======

     For the nine-month period ended September 30, 2008, the Company  recognized
$94,386 in  stock-based  compensation  costs,  which is  reflected  in operating
expenses.  No tax  benefits  were  attributed  to the  stock-based  compensation
expense because a valuation  allowance was maintained for  substantially all net
deferred  tax assets.  The Company  elected to adopt the  alternative  method of
calculating  the  historical  pool of windfall tax benefits as permitted by FASB
Staff Position (FSP) No. SFAS 123R-c, "Transition Election Related to Accounting
for the Tax Effects of Share-Based  Payment Awards." This is a simplified method
to determine the pool of windfall tax benefits that is used in  determining  the
tax effects of stock  compensation  in the results of  operations  and cash flow
reporting for awards that were  outstanding as of the adoption of SFAS No. 123R.
As of September 30, 2008, the Company had $403,606 of unrecognized  compensation
costs  related  to  non-vested  stock  option  awards  that  is  expected  to be
recognized over a weighted average period of 4.75 years.
                                       7
<PAGE>
     The following information applies to options outstanding and exercisable as
of September 30, 2008:
<TABLE>
<CAPTION>
                                OPTIONS                        EXERCISABLE                       EXC.         WEIGHTED
    OPTIONS                   OUTSTANDING                        9/30/08                        PRICE           YEARS
<S>                              <C>                              <C>                            <C>             <C>
NON-PLAN                         231,000                          231,000                        0.76               -
1994 PLAN                        154,500                           92,700                        1.05             1.1
2002 PLAN                        137,000                          109,600                        1.62             0.4
2002 PLAN                        133,000                           26,600                        0.93             3.1
2007 PLAN                        162,500                           29,500                        1.66             4.1
2007 PLAN                          2,000                              400                        1.87             4.0
2007 PLAN                        156,500                                -                        1.33             4.2
2008 PLAN                        159,500                                -                        0.97             4.9

2002 PLAN NQ                      35,000                           35,000                        1.26             4.1

2002 PLAN NQ                      30,000                           30,000                        1.03             4.7

2002 PLAN NQ                      40,000                           40,000                        1.46             5.7

2002 PLAN NQ                      30,000                           30,000                        1.08             7.5

2002 PLAN NQ                      50,000                           50,000                        1.32             9.2
                               ---------                          -------                        ====             ---
                               1,321,000                          674,800                                         2.9
                               =========                          =======                                         ===

</TABLE>
     The Company utilizes a Black-Scholes  option-pricing model to determine the
fair value of stock  options on the date of grant.  This model  derives the fair
value of stock options based on certain  assumptions  related to expected  stock
price  volatility,  expected option life,  risk-free  interest rate and dividend
yield. The Company's expected  volatility is based on the historical  volatility
of the Company's stock price over the most recent period  commensurate  with the
expected term of the stock option award.  The estimated  expected option life is
based primarily on historical  employee  exercise patterns and considers whether
and the extent to which the options are  in-the-money.  The  risk-free  interest
rate assumption is based upon the U.S.  Treasury yield curve appropriate for the
term of the  Company's  stock  options  awards and the selected  dividend  yield
assumption  was  determined  in view of the Company's  historical  and estimated
dividend  payout.  The  Company  has no  reason  to  believe  that the  expected
volatility  of its stock  price or its  option  exercise  patterns  will  differ
significantly from historical volatility or option exercises.

     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
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.
                                       8
<PAGE>
     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'sconsolidation  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 Statement141(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
FSP142-3 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
inconformity  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 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.
                                       9
<PAGE>
     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 non forfeitable
rights to  dividends  or  dividend  equivalents  (whether  paid or  unpaid)  are
participating  securities  and  shall  be  included  in the  computation  of EPS
pursuant to the  two-class  method.  The  provisions  of FSP No. 03-6-1 shall be
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2008, and interim periods within those years.  All prior-period EPS
data presented shall be adjusted  retrospectively  (including  interim financial
statements,  summaries of earnings, and selected financial data) to conform 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

     Inventories are comprised of raw materials and finished goods and stated at
the lower of cost or  market.  Cost is  determined  by the  first-in,  first-out
method.  The  composition  of inventories at September 30, 2008 and December 31,
2007 are as follows:

                                           2008              2007
                                           ----              ----
     Raw materials                      $3,650,688       $3,247,359
     Finished goods                      3,317,520        2,821,861
     Less Inventory Reserve            (   141,068)      (   75,563)
                                       ------------      -----------
     Inventory - net                    $6,827,140       $5,993,657
                                        ===========      ===========

     At September  30, 2008 and December  31, 2007,  approximately  $141,000 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
September 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               6,512,495            6,367,884
     Office equipment and furniture                 3-5                  557,042              509,496
     Leasehold improvement                         10-15                 122,644              122,644
     Construction in process                        N/A                   59,366               21,079
                                                                      -----------          -----------
                                                                      11,919,026           11,688,582
     Less accumulated depreciation                                    (6,043,724)          (5,452,770)
                                                                      -----------          ------------
     Total property, plant and equipment, net                         $5,875,302           $6,235,812
                                                                      ===========          ===========

</TABLE>
                                       10
<PAGE>
     6. NOTES PAYABLE TO BANK

     The primary  sources of our liquidity  are our  operations  and  short-term
borrowings from Regions Bank pursuant to a revolving line of credit  aggregating
$6 million.  Such line matures May 31, 2011,  bears interest at the 30 Day LIBOR
plus 250 basis points  (approximately 6.2% at September 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 September 30, 2008, we were obligated under this arrangement in
the amount of $2,650,000.

     7. LONG-TERM DEBT

     Long-term debt at September 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.  Repayment of the bonds was guaranteed by a Letter of
Credit issued by the Company's primary commercial bank,  Regions Bank.  Security
for the Letter of Credit is a priority first mortgage on the Kinpak facility and
manufacturing equipment. On September 26th and October 6th, 2008 the Company was
notified by Regions  Bank,  that both the 1997 and 2002 series  bonds were being
tendered.  There has been no default on these  bonds by the  Company.  It is the
understanding  of the Company that due to the tight credit markets,  these bonds
were  tendered.  As a result the Company is now  obligated to Regions Bank until
which time the credit markets improve to remarket these bonds. The interest rate
on the loans is prime rate plus 2% or 7%, at September  30,  2008.  At September
30, 2008,  $1,190,000 and $2,750,000 were  outstanding  attributable to the 1997
and 2002 series,  respectively.  During the nine months ended September 30, 2008
interest rates ranged between 1.5% and 8.6%.

     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 $51,000 at September
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 September 30, 2008
were approximately $158,300 and 5% per annum,  respectively) through maturity on
April 15, 2010.

     The composition of these obligations at September 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/Term Loans                $460,000      $460,000         $3,480,000        $3,825,000
   Notes payable                                            99,996        99,996             58,351           133,348
   Capitalized equipment leases                             28,938        29,910             22,263            30,630
                                                          --------      --------         ----------        ----------
                                                          $588,934      $589,906         $3,560,614        $3,988,978
                                                          ========      ========         ==========        ==========
</TABLE>


     Required  principal payment  obligations  attributable to the foregoing are
tabulated below::

     12 month period ending September 30:
       2009                             $  588,934
       2010                                528,399
       2011                                466,433
       2012                                455,782
       2013                                440,000
       Thereafter                        1,670,000

                                        ----------
       Total                            $4,149,548
                                        ==========
                                       11
<PAGE>
     8. RELATED PARTY TRANSACTIONS

     At  September  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  $350,000 and  receivable of $119,000  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  $680,000 and $622,000
during the nine months  ended  September  30, 2008 and 2007,  and  $202,000  and
$185,000 for the three months ended September 30, 2008 and 2007, respectively.

     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 $80,400 and $81,400. during the nine months
ended  September  30,  2008 and 2007,  and $25,100  for the three  months  ended
September 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.

     12 month period ending September 30,
       2009                    $  101,325
       2010                       103,352
       2011                       105,419
       2012                       107,527
       2013                       109,678
       Thereafter                 531,144
                               ----------
                               $1,058,445
                               ==========

     9. EARNINGS PER SHARE
<TABLE>
<CAPTION>
                                                   Three months                              Nine months
                                                 ended September 30,                      ended September 30,
                                               2008               2007                  2008              2007
                                               ----               ----                  ----              ----
<S>                                          <C>               <C>                    <C>                <C>
Weighted-average common
  shares outstanding                         7,886,816         7,723,316              7,876,816          7,677,983

Dilutive effect of stock plans,
  other options & conversion rights            164,928         1,035,693                300,636          1,208,273
                                             ---------         ---------              ---------          ---------
Diluted weighted-average shares
  outstanding                                8,051,744         8,759,009              8,177,452          8,886,256
                                             =========         =========              =========          =========
</TABLE>
     10. SUBSEQUENT EVENTS

     The Company  implemented  a program with one of its  customers to alter the
manner in which it transacts  business.  The Company  will manage the  inventory
levels at this  customer's  warehouses and will be paid as the products are sold
by such  customer.  This  program was  initiated in the 3rd quarter 2008 and was
fully  implemented  in November 2008. The total sales credit to the customer was
approximately $300,000.

     On September 26th and October 6th, 2008 the Company was notified by Regions
Bank that both the 1997 and 2002  series  bonds were being  tendered.  There has
been no default on these bonds by the Company.  It is the  understanding  of the
Company that due to the tight credit  markets,  these bonds were tendered.  As a
result the Company will be obligated to Regions Bank (as these bonds were backed
by a letter of credit by Regions  Bank)  until  which  time the  credit  markets
improve,  to remarket these bonds.  The interest rate on the loans is prime rate
plus 2% or 7%, at September  30, 2008.  At September  30, 2008,  $1,190,000  and
$2,750,000  were   outstanding   attributable  to  the  1997  and  2002  series,
respectively.

     Item 2.  Management's  Discussion and Analysis of Financial  Conditions and
Results of Operations
                                       12
<PAGE>
     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, 2011,  bears interest at the 30 Day LIBOR
plus 250 basis points  (approximately 6.2% at September 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 September 30, 2008, we were obligated under this arrangement in
the amount of $2,650,000.

     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 an
irrevocable  letter of credit for the 2002 issue.  Under such  letters of credit
agreements,  maturing on July 31, 2009, 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 nine months ended September 30, 2008 such bonds carried
interest  ranging  between  1.5% and 8.6%.  Interest and  principal  are payable
quarterly.   We  believe  current   operations  are  sufficient  to  meet  these
obligations.

     On September 26th and October 6th, 2008 the Company was notified by Regions
Bank that both the 1997 and 2002 series bonds  respectively were being tendered.
There has been no default on these bonds by the Company. It is the understanding
of the Company that due to the tight credit markets,  these bonds were tendered.
As a result the Company  will be  obligated to Regions Bank (as these bonds were
backed by a letter of  credit by  Regions  Bank)  until  which  time the  credit
markets improve to remarket these bonds.  The interest rate on the term loans is
prime rate plus 2% or 7% at September 30, 2008.
                                       13
<PAGE>
     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 on this  obligation at September 30, 2008 were
approximately $158,300. 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.

     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 September 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.

     Results of Operations:

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

     Net  sales  were  approximately  $8,221,000  for  the  three  months  ended
September 30, 2008 compared to $6,951,000 for the  comparative  quarter 2007, an
increase  of  $1,270,000  or  18%.  The  Company  had  higher  shipments  of its
winterizing products including  antifreeze  comparing the quarters.  The Company
had  increased  sales of other marine  products  including  the  Company's  fuel
treatment products - StarTron, in addition to other boat maintenance products.

     Cost of goods sold as a  percentage  of sales  increased  to 71.8% of sales
compared to 67.9% for the comparative 2007 quarter. This increase in the cost of
goods sold percentage of 3.9 % 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 the Company had a higher
sales  mix of lower  margin  antifreeze  products  in the  quarter  compared  to
comparative prior year.

     Advertising and promotion expenses were approximately  $409,000 compared to
$572,000 for the comparative third quarters. Management has taken initiatives to
reduce spending for advertising and promotions for the balance of 2008.  Selling
and  administrative  expenses decreased  approximately  $89,000 to $877,000 when
comparing  the  quarters  ended  September  30, 2008  compared  to $966,000  for
comparative 2007quarter.  Management continues to monitor all expenses to reduce
spending.  Cost savings were  realized in the quarter for non cash  compensation
expense and computer consulting services.

     Interest expense  increased by approximately  $28,000 for the quarter ended
September 30, 2008  compared to the  corresponding  quarter in 2007.  The higher
interest  expense in 2008 is  associated  with the financing of higher levels of
working  capital items in connection  with our seasonal  ant-freeze  business in
2008 compared to 2007.

     Operating  income  increased to  approximately  $968,000  from  $665,000 an
increase of $303,000 or 45.6%.  This is a result of higher  sales  volume in the
quarter in addition to lower operating expenses.

     Net profit for the  quarter  ended  September  30,  2008 was  approximately
$601,000 compared to $665,000 for the comparable period in 2007. The Company had
a tax expense for the quarter of $367,000, as a result of the Company being in a
tax paying  position,  as compared to the comparative  quarter 2007 in which the
Company was utilizing a loss tax carry-forward.

     For the Nine Months Ended  September  30, 2008  compared to the Nine Months
Ended September 30, 2007

                                       14
<PAGE>
     Net sales were  approximately  $16,957,000 for the nine month period ending
September 30, 2008 compared to $16,407,000 for the 2007 comparative  period,  an
increase of $550,000 or 3%. The  increase in sales for the nine month  period as
discussed above in the current quarter MD&A narrative is primarily  higher sales
of our winterizing products, antifreeze being the largest product in this group.
In addition the Company is increasing  its sales of the fuel  additive  StarTron
that helps  eliminate the E- 10 (ethanol)  gasoline  problems.  The Company also
increased the sales of other marine products.

     Cost of goods sold as a  percentage  of sales  increased  to 71.1% of sales
compared to 66.1 % for the comparative 2007 nine month period. The cost of goods
sold percentage increased 5.0 %. This 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 the
higher sales mix of antifreeze which is at lower gross margin,  it increased the
overall cost of goods percentage of sales.

     Advertising and promotion  expenses were  approximately  $1,079,000 for the
nine month period compared to $1,246,000 for the  comparative  nine month period
of 2007.  Management  has reduced the  placement  of ads in trade  magazines  to
partially offset the increase in cost of goods sold.

     Selling and administrative  expenses decreased to approximately  $2,954,000
for the nine months ended September 30, 2008 compared to $3,191,000 for the nine
months ended  September 30, 2007, a decrease of $237,000 or 7%. The  significant
decrease was reduced general and administrative,  non cash compensation expenses
and computer service expenses.

     Interest expense for the 2008 period decreased  approximately  $16,000 when
compared to the same nine month period of 2007. This  principally  resulted from
reduced average  borrowings on the Company's  credit facility and lower interest
rates than for the comparative nine month period.

     The net  income  was  approximately  $377,000  for the  nine  months  ended
September  30, 2008 compared to a net income of  approximately  $896,000 for the
nine  months  ended  September  30, 2007 a decrease of  $519,000.  The  decrease
resulted from a  combination  of higher costs of goods as a result of the impact
of higher  material  cost due to higher oil prices.  In addition the Company had
fully utilized its tax carry forward and had an income tax provision of $271,000
in 2008, compared to no income tax provision in 2007.

     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 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  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.
                                       15
<PAGE>
     Item 1A. - Risk Factors

     Not Applicable

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

     On July 1, 2008, 15,000 shares of the Registrant's common stock were issued
pursuant to the employee bonus program.

     Item 3. - Defaults Upon Senior Securities:

     Not Applicable

     Item 4 - Submission of Matters to Vote of Security Holders:

     Not applicable

     Item 5 - Other Matters

     Not applicable

     Item 6. - Exhibits:

     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:   November 10, 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

                                       16
<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 September 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  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:  November 10, 2008                        /s/ Peter G.Dornau
                                                      Peter G. Dornau
                                                      Chairman of the Board and
                                                      Chief Executive Officer





                                       17
<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 September 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  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:    November 10, 2008                      /s/ Jeffrey S. Barocas
                                                      Jeffrey S. Barocas
                                                      Chief Financial Officer

                                       18
<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  September  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:     November 10, 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












                                       19