SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    form 10K

            /s/ Annual Report Pursuant to Section 13 or 15(d) of the
                 SECURITIES EXCHANGE ACT OF 1934 (fee required)

For the Fiscal Year Ended December 31, 2000

Commission File 2-70197
                              OCEAN BIO-CHEM, INC.
--------------------------------------------------------------------------------

             (Exact Name of Registrant as specified in its charter)

     Florida                                                    59-1531532
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

4041 S. W. 47 Avenue, Fort Lauderdale, Florida    33314
--------------------------------------------------------------------------------
(Address of principal executive offices)        (Zip Code)

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

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

                          Common Stock, Par Value $.01
--------------------------------------------------------------------------------
                                (Title of Class)

     Indicate  by check mark  whether the  registrant  (x) 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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  The aggregate market value shall be computed by reference to
the price at which the stock was sold or  the  average  bid and asked  prices of
such stock, as of a specified date within 60 days prior to the date of filing.

                       $ 1,325,593 as of February 1, 2001

     Indicate  the number  of  shares  outstanding of Registrant's common  stock
as of February 1, 2001.

           4,105,889 shares of common stock, par value $.01 per share




                       DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement to be filed within 120 days of December 31, 2000.


<PAGE>

                                     PART 1

Item 1.  Business

     General:  The Company was  organized on November 13, 1973 under the laws of
the state of Florida.  The Company is principally  engaged in the manufacturing,
marketing  and  distribution  of a broad  line  of  appearance  and  maintenance
products for boats,  recreational  vehicles,  automotive  and aircraft under the
Star brite name.

     The Registrant's trade name has been trademarked and the Registrant has had
no incidents of infringement. In the event of such infringement,  the Registrant
would defend its trade name vigorously.  The Registrant has two patents which it
believes are valuable in limited product lines,  but not material to its success
or competitiveness in general.

     Products of the Company:

     Set forth is a  general  description  of the  products  which  the  Company
manufactures and markets:

     Marine:  The Marine line consists of polishes,  cleaners,  protectants  and
waxes of various formulations. The line also includes various vinyl protectants,
cleaners,  teak cleaners,  teak oils,  bilge cleaners,  hull cleaners,  silicone
sealants,   polyurethane  sealants,   polysulfide  sealants,  gasket  materials,
lubricants,  antifouling additives and anti-freeze  coolants.  In addition,  the
Company manufactures a line of brushes, poles and tie-downs.

     Recreational  vehicle:  The  recreational  vehicle  products are made up of
cleaners,  polishes,  detergents,  fabric  cleaners  and  protectors,   silicone
sealants,   waterproofers,   gasket  materials,   degreasers,   vinyl  cleaners,
protectors and anti-freeze coolants.

     Automotive:  Through December 31, 2000, this line was primarily composed of
anti-freeze,  windshield washes and polishes.  The Company has completed a major
capital  expansion  program at its Alabama  plant  including  increased  tankage
capacity and new fluids  filling  lines and intends to introduce a line of oils,
lubricants and other engine fluids during the early part of fiscal 2001.

     Aircraft:  The  Aircraft  product line  consists  primarily of polishes and
cleaners.

     Although the above  products are utilized for  different  types of vehicles
and  boats,  it is  management's  view that they all  constitute  one  industry
segment.

     Manufacturing:  The Company  manufactures and packages its products as well
as  contracts  with  unrelated  companies  to  package  its  products  which are
manufactured to the Company's  specifications,  using the Company's formulas for
each product.  All raw materials used in  manufacturing  are readily  available.
Each external packager enters into a confidentiality agreement with the Company.
The Company has patent  protection on some of its products.  The Company designs
its own packaging and supplies the external  manufacturers  with the appropriate
design and packaging.  Manufacturing  is primarily  performed by the Company and
two independent  entities located in the northeastern  area of the country.  The
Company  believes  that  its  internal  manufacturing  capacity  as  well as the
arrangements with the present outside manufacturers are adequate for its present
needs.  In  the  event  that  these   arrangements  are  discontinued  with  any
manufacturer,  the Company  believes  that  substitute  facilities  can be found
without substantial adverse effect on manufacturing and distribution.




                                        2


<PAGE>

     On February 27, 1996,  the  Registrant,  through a  wholly-owned  operating
subsidiary, Kinbright, Inc. (an Alabama corporation), acquired certain assets of
Kinpak, Inc., (a Georgia corporation) ("Kinpak"),  and assumed two (2) leases of
land and facilities  leased by Kinpak from the Industrial  Development  Board of
the City of  Montgomery,  Alabama and the Alabama  State  Docks  Department.  On
December 20, 1996,  the  Registrant  entered a new agreement with the Industrial
Development  Board of the City of  Montgomery,  Alabama to issue new  Industrial
Development  Bonds in the amount of $4,990,000 to repay certain  financial costs
and to expand the capacity of the Alabama facility.  The leased premises consist
of a manufacturing and distribution  facility containing  approximately  110,000
square feet  located on  approximately  20 acres of real  property and a docking
facility  located on the Alabama River.  In addition,  Registrant  purchased the
machinery, equipment and inventory located on the leased premises. Subsequent to
the acquisition,  the Registrant changed the name of its subsidiary,  Kinbright,
Inc. to Kinpak Inc. (an Alabama corporation).

     Marketing:  The Company's marine products and recreational vehicle products
are sold  through  national  chains  such as  Wal-mart  and K mart  and  through
specialized  marine retailers such as West Marine and Boat America  Corporation.
The Company also uses  distributors who in turn sell its products to specialized
retail outlets for that specific market.  Currently the Company has one customer
(West  Marine,  Inc.) to which sales exceed 10% of  consolidated  revenues.  The
Company markets its products through  internal  salesmen and  approximately  250
independent    sales    representatives    who    work    on   an    independent
contractor-commission  basis.  The Officers of the Company also  participate  in
sales. The Company also aids marketing through advertising campaigns in national
magazines  related  to  specific  marketplaces.  The  products  are  distributed
primarily from the Company's manufacturing and distribution facility in Alabama.
As of  this  date,  the  Company  has no  significant  backlog  of  orders.  The
Registrant does not give customers the right to return product.  The majority of
the Company's products are non-seasonal and are sold throughout the year.

     Competition:  The  Company  has two major and a number of smaller  regional
competitors in the marine marketplace. The principal elements of competition are
brand  recognition,  price,  service  and the  ability to deliver  products on a
timely basis.  In the opinion of management  no one or few  competitors  holds a
dominant market share.  Management believes that it can increase or maintain its
market share through its present methods of advertising and distribution.

     The recreation  vehicle  appearance and  maintenance  market is parallel to
that of the marine  market.  In this market the Company  competes with two major
and a number  of  smaller  competitors  none of which  singly or as a few have a
dominant  market  share.  Management  is of the opinion  that it can increase or
maintain  the  Company's  market  share by  utilizing  similar  methods as those
employed in the marine market.

     Personnel The Company employs  approximately  18 full time employees at its
corporate  office in Fort  Lauderdale,  Florida.  These employees are engaged in
administration,  clerical,  and accounting functions.  In addition,  the Company
and/or its subsidiaries employ the following personnel:

<TABLE>
<CAPTION>
                                                                   Full-Time
      Location                       Description                   Employees
-----------------------      ------------------------------       ----------
<S>                          <C>                                      <C>
Montgomery, Alabama          Manufacturing and distribution           59
Fort Lauderdale, Florida     Manufacturing and distribution           35
                                                                     ----
                                                                      94
                                                                     ====
</TABLE>

                                        3


<PAGE>

     New Product  Development:  The  Company  continues  to develop  specialized
products for the marine and recreational  vehicle trade. During fiscal 2001, the
Registrant  anticipates  launching a line of automotive oils, fluids and related
products.  The Company believes that its current  operations and working capital
financing  arrangement are sufficient to meet development  expenditures  without
securing external funding.

                       Financial Information Relating to
                 Approximate Domestic and Canadian Gross Sales:

<TABLE>
<CAPTION>
                                        Year ended December 31,
                             2000                  1999               1998
                             ----                  ----               ----
<S>                     <C>                   <C>                 <C>
United States:
         Northeast      $ 3,429,000           $ 2,829,000         $ 2,526,000
         Southeast        4,863,000             4,463,000           3,628,000
         Central          5,075,000             4,575,000           4,259,000
         West Coast       3,929,000             3,381,000           3,019,000
                        -----------           -----------         -----------
                         17,296,000            15,248,000          13,432,000

Canada (US Dollars)         777,000               704,000             646,000
                        -----------           -----------         -----------
                        $18,073,000           $15,592,000         $14,078,000
                        ===========           ===========         ===========
</TABLE>

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  Litigation  Reform Act of 1995.  For this  purpose,  any  statements
contained  in this  report that are not  statements  of  historical  fact may be
deemed  forward-looking  statements.  Without  limiting  the  generality  of the
foregoing,  words  such as  "may",  "will",  "expect",  "anticipate",  "intend",
"could" or the negative other variations  thereof or comparable  terminology are
intended to identify forward-looking statements.  These statements involve known
and  unknown  risks,  uncertainties  and other  factors  which may cause  actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking statements.  Factors which may affect the Company's results
include,  but are not limited to, the highly competitive nature of the Company's
industry;  reliance  on  certain  key  customers;  consumer  demand  for  marine
recreational  vehicle  and  automotive  products;  advertising  and  promotional
efforts,  and other  factors.  The Company will not undertake  and  specifically
declines any obligation to update or correct any  forward-looking  statements to
reflect events or circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.


Item 2, Properties

     The  Registrant's  executive  offices  and  warehouse  are  located in Fort
Lauderdale,  Florida and are held under a lease with an entity owned by officers
of the Company.  The lease covers approximately 12,700 square feet of office and
warehouse  space.  On May 1,  1998,  the  Registrant  entered  into a new  lease
agreement for a term of ten years.  The lease calls for an initial annual rental
of $94,800 increasing by 2% per annum on the annual anniversary of the lease for
the term thereof.  Additionally,  the landlord is entitled to its pro-rata share
of all taxes, assessments,  insurance premiums,  operating changes,  maintenance
charges and any other expenses which arise from ownership.


                                        4


<PAGE>


     During  November 1994, the Company  leased an  approximately  10,000 square
foot building in Fort  Lauderdale,  Florida for  manufacturing,  warehousing and
office  space.  Such lease  terminates  on October  31,  2001.  Rent  charged to
operations  during the year ended  December 31, 2000  amounted to  approximately
$90,000.

     The Montgomery, Alabama facility contains approximately 110,000 square feet
of office,  plant and warehouse  space located on 20 acres of land (the "Plant")
and also  includes a leased  1.5 acre  docking  facility  on the  Alabama  River
located eleven miles from the Plant.  The  Registrant  financed the facility and
its improvements with an Industrial Revenue Bond in the amount of $4,900,000. At
December 31, 2000,  approximately $41,500 was held in trust to pay for equipping
future equipment required at the facility.


Item 3.  Legal Proceedings

     The Company, from time to time in the ordinary course of business, is named
as a defendant  in lawsuits.  At December  31, 2000,  the Company was a party to
litigation  associated  with a patent held on one of its products.  Although the
courts have awarded the Company  partial  recovery of legal fees to date,  it is
difficult  to assess the  amount or range of  potential  damages  insofar as the
discovery into these claims has been stayed.

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Market for the Registrant's Common Equity and Related Stockholder
         Matters

     A. The Registrant's  common stock was sold to the public initially on March
26,  1981.  The common  stock of the  Company  is traded on the NASDAQ  National
Market System under the symbol OBCI. A summary of the trading ranges during each
quarter of 2000 and 1999 is presented below.

<TABLE>
<CAPTION>

  Market Range of
 Common Stock Bid:      1st Qtr.      2nd Qtr.      3rd Qtr.         4th Qtr.
 ----------------       --------      --------      --------         --------
<S>       <C>           <C>           <C>           <C>              <C>

2000      High          $2.56         $1.44         $1.09            $1.00
          Low           $1.19         $1.06         $ .97            $ .57


1999      High          $1.19         $1.25         $1.13            $1.25
          Low           $1.06         $1.06         $ .94            $ .88
</TABLE>

     The  quotations  reflect   inter-dealer   prices  without  retail  mark-up,
mark-down or commission and may not represent actual transactions.








                                        5


<PAGE>


     B. The  approximate  number of Common  Stock owners was 800 at December 31,
2000.  The  aforementioned  number was  calculated  from a list  provided by the
Transfer Agent and Registrar and indications  from broker dealers of shares held
by them as nominee for actual shareholders.

     C.  The  Registrant  has not  paid  any  cash  dividends  since it has been
organized.  However,  in 1996 the  Company  issued a 5% stock  dividend.  During
February  2000, a 5% stock dividend was declared for  shareholders  of record at
the close of business on March 17, 2000 which was distributed on March 30, 2000.

     D. The Company has no other dividend policy except as stated in C. directly
above.


Item 6.  Selected Financial Data

The  following  tables set  forth  selected  financial data  as of,  and for the
years ending December 31,

<TABLE>
<CAPTION>

                              2000             1999              1998              1997               1996
                              ----             ----              ----              ----               ----

<S>                       <C>               <C>               <C>               <C>                <C>
Operations

Gross sales               $18,072,784       $15,952,165       $14,077,993       $12,849,507        $12,436,918
Net sales                 $16,139,256       $14,317,485       $12,705,473       $11,599,113        $11,826,340

Net income (loss)         $(  244,823)      $   431,484       $    83,059       $  (168,506)       $   354,672

Earnings (loss) per
  common share            $      (.06)      $       .11       $       .02       $      (.05)       $       .09

Balance sheet

Working capital           $ 1,653,343       $ 2,797,708       $ 1,956,647       $ 1,976,517        $ 2,737,817

Total assets              $15,410,264       $13,547,452       $12,846,794       $13,276,542        $11,955,397

Long term
 obligations              $ 3,892,445       $ 4,152,332       $ 4,070,000       $ 4,370,000        $ 4,710,000

Total liabilities         $10,737,972       $ 8,629,991       $ 8,390,036       $ 8,866,122        $ 7,410,913

Shareholders'
  equity                  $ 4,672,292       $ 4,917,461       $ 4,456,758         $  4,410,420     $ 4,544,484

</TABLE>


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

     The following  discussion  should be read in conjunction with the Company's
consolidated financial statements contained herein as Item 14.


                                        6


<PAGE>
Liquidity and Capital Resources:

     The primary  sources of the  Registrant's  liquidity are its operations and
short-term  borrowings from a commercial bank. The  Registrant's  line of credit
aggregates  $5.0 million,  is due on demand,  bears interest at prime less .25%,
and is secured by the Registrant's trade receivables,  inventory, and intangible
assets. The Registrant is required to maintain a minimum working capital of $2.5
million and meet other financial covenants during the term of the agreement.  As
of December 31, 2000,  the Company was obligated  under this  arrangement in the
amount of $4,250,000  and was not in  compliance  with certain  applicable  loan
covenants. The lender has agreed to waive such covenant violations through April
30, 2001.

     The Registrant  obtained an irrevocable letter of credit in order to market
its Alabama  Industrial  Revenue Bonds at favorable rates.  Under such letter of
credit  agreement,  renewable  annually with a current  maturity of December 20,
2001, the Company is required to maintain working capital of $1.5 million,  debt
to tangible net worth of 2 to 1, and a debt service coverage of 1.7 times.

     In connection with the purchase and expansion of the Alabama facility,  the
Registrant  closed on an  Industrial  Revenue Bond for the  repayment of certain
advances  used to purchase the Alabama  facility and to expand such facility for
the Registrant's  future needs.  During March,  1997, the Registrant  refinanced
$4,990,000  of such bonds of which  approximately  $41,500  was held in trust at
December 31, 2000 for equipping the expansion.

     The bonds are marketed weekly at the prevailing rates for such instruments.
Currently such bonds carry interest  between 5.25% to 5.75%  annually.  Interest
and  principal  are payable  quarterly.  The  Registrant  believes  that current
operations are sufficient to meet these obligations.

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

     During  the past few years,  the  Registrant  has  introduced  various  new
products to the  marketplace.  This has required the Registrant 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 the overall
operations of the Registrant.  The Registrant believes that all required capital
to maintain such increases can continue to be provided by operations and current
financing arrangements.

     In connection  with the previously  announced  automotive  oils and related
fluids program, the Company expended  approximately  $1,600,000 of its resources
during the year ended  December  31,  2000.  Such  amount was net of the balance
which  remained  in escrow from its Alabama  Industrial  Revenue  Bond Issue for
future equipment needs aggregating approximately $285,000 at January 1, 2000 and
represented  new  equipment,  personnel  and related costs  associated  with the
program.  Through December 31, 2000, the financial impact of these  transactions
was a short- term  reduction in liquidity and  profitability.  Although  limited
production  commenced and initial  customer orders were received during 2000, it
is not  contemplated  that  full-scale  operations  related to this line will be
accomplished  until early 2001. The program comprises  approximately  forty (40)
new line  items in the  Company's  product  line and  represents  the  Company's
re-entry into the automotive aftermarket.
Year ended December 31, 2000

Fourth Quarter Results:

     Comparing  the  quarters  ended  December  31,  2000 and  1999,  net  sales
increased  approximately  $970,000 or 27%.This  was  primarily  due to increased
sales of antifreeze, private label products, and sales of brushes and straps.

                                        7


<PAGE>

Results of Operations:

     Calendar year 2000/1999:  Sales and earnings varied when comparing the year
ended December 31, 2000 to 1999 principally due to the factors enumerated below.

     Net sales - Net sales increased 12.7% or approximately $1,821,800 comparing
the year ended December 31, 2000 with the 1999 period. This was primarily due to
increased sales of antifreeze,  private label products, and sales of brushes and
straps.

     Cost of goods sold - Cost of goods sold increased  approximately  4.2% as a
percentage  of net sales when  comparing  2000 to 1999.  This change was due the
lower than anticipated margins on anti-freeze  products resulting from increased
materials costs and, increased  manufacturing  overhead at the Company's Alabama
plant somewhat related to the above mentioned automotive oils and related fluids
program.

     Advertising  and promotion - Advertising  expense  increased  approximately
$142,700 or 20% when comparing  2000 to 1999.  This was primarily due to planned
increases in the advertising budget.

     Selling,  general and administrative - Selling,  general and administrative
expenses  increased  approximately  $658,200  or  19%  when  comparing  2000  to
1999.This was  attributable to increased  personnel  costs primarily  associated
with the above mentioned  automotive oils and related fluids program,  increased
professional fees and other normal incremental costs of operations.

     Interest  expense - Interest  expense  incurred  during 2000  increased  by
approximately  $159,100 over 1999 reflecting the effect of recently  promulgated
interest rate increases as well as increased borrowings.


     Calendar year 1999/1998:  Sales and earnings varied when comparing the year
ended December 31, 1999 to 1998 principally due to the factors enumerated below.

     Net sales - Net sales increased 13% or approximately  $1,612,000  comparing
the year ended December 31, 1999 with the 1998 period. This was primarily due to
increased  sales of anti-  freeze,  private label  product  sales,  and sales of
brushes and straps.

     Cost of goods  sold - Cost of  goods  sold  decreased  from 71% to 69% as a
percentage  of net  sales  when  comparing  1999 to  1998.  This  was  primarily
attributable  to a  differing  product  mix  and  improved  utilization  of  the
Company's manufacturing plant's capacity.

     Advertising  and promotion - Advertising  expense  decreased  approximately
$141,200 or 20% when comparing  1999 to 1998.  This was primarily due to planned
decreases  in  media   advertising   expenditures   and  lower   customer  co-op
advertising.

     Selling,  general and administrative - Selling,  general and administrative
expenses  increased  approximately  $175,700 of 7% when  comparing 1999 to 1998.
This  change  was   attributable   to  increased   personnel  costs  and  normal
inflationary trends.

     Interest  expense - Interest  expense  incurred  during 1999  increased  by
approximately  $47,800 or 13% over  1998.  The  increase  was  primarily  due to
increased borrowings and interest rates.


Item 8.  Financial Statements and Supplementary Data

See consolidated financial statements as set forth in Item 14.

                                        8


<PAGE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None


Item 10.  Executive Officers and Directors of the Registrant

     The following  tables set forth the name and ages of all elected  directors
and officers of the Registrant, as of December 31, 2000.

     All  directors  will serve until the next annual  meeting of  directors  or
until their  successors are duly elected and  qualified.  Each officer serves at
the pleasure of the board of directors.

     There are no arrangements or understandings  between any of the officers or
directors of the Company and the Company and any other persons pursuant to which
any officer or director was or is to be selected as a director or officer.

<TABLE>
<CAPTION>

     NAME                  OFFICE                                       AGE
     ----                  ------                                       ---
<S>                     <C>                                             <C>
Peter G. Dornau         President, Chief Executive Officer, and         61
                        Director since 1973

Jeffrey Tieger          Vice President, Secretary and Director          57
                        since 1977

Edward Anchel           Vice President-Finance, Chief Financial         54
                        Officer since 1999 and Director since 1998

James Kolisch           Director since 1998                             49

Laz Schneider           Director since 1998                             61

John B. Turner          Director since 2000                             53

</TABLE>

     Peter G.  Dornau,  a  founder  of the  Company,  has been  President  and a
Director since 1973.

     Jeffrey    Tieger    joined   the    Company   in   June   1977   as   Vice
President-Advertising.

     Edward Anchel  joined the Company in March 1999 as Vice  President-Finance.
For the five years immediately preceding his employment,  he was an officer of a
privately  owned  manufacturing  company and in private  practice as a Certified
Public Accountant. He was elected to serve as an outside Director of the Company
during May, 1998.

     James Kolisch is engaged in the insurance industry and was elected to serve
as an outside  Director of the Company during May,  1998.  Mr. Kolisch  provides
services to the Company in the capacity of insurance agent.

     Laz  Schneider is an attorney in private  practice and was elected to serve
as an outside  Director of the Company  during May,  1998.  Mr.  Schneider  is a
partner in the law firm that  serves as the  Company's  lead  counsel in various
corporate and litigation matters.

     John B. Turner is a retired insurance  executive who holds a Series 7 stock
brokerage license. His professional experience in the aforementioned areas spans
in excess of twenty-five years.


                                        9


<PAGE>

Item 11.  Management Remuneration and Transactions

     The information required by this section has been incorporated by reference
to the Registrant's  proxy statement in conjunction to the annual  shareholders'
meeting  which  shall be sent  out to  shareholders  prior to 120 days  past the
Registrant's year end of December 31, 2000.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets forth  information  at  December  31,  2000 with
respect to the beneficial  ownership of the Registrant's Common Stock by holders
of  more  than  5% of  such  stock  and by all  directors  and  officers  of the
Registrant as a group:

<TABLE>
<CAPTION>

Title of              Name and Address of                  Amount and Nature of         Percent
 Class                 Beneficial Owner                    Beneficial Ownership         of Class
--------              -------------------                  ---------------------        --------
<S>              <C>                                            <C>                       <C>
Common           Peter G. Dornau, President, Director           2,315,146*                56.4%
                 4041 S. W. 47 Avenue
                 Ft. Lauderdale, FL 33314

Common           All directors and officers as a group
                 3 individuals                                  2,451,8187*               59.7%
</TABLE>

     *Includes  options to  purchase  shares of the  Company's  common  stock as
follows:

     On March 25, 1999,  the Company  granted  Messrs.  Dornau and Tieger a five
year option for 100,000  shares each at an exercise  price of $.89  representing
the market price at the time of grant. Such grants were awarded in consideration
of  their  making  a loan to the  Company  in the  amount  of  $400,000  from an
affiliated company in which they are each 50% co-shareholders.

     Pursuant to the  Company's  various  stock  option  plans,  Mr.  Dornau has
options to acquire  80,000 shares of the Company's  common stock of which 20,000
shares  are  exercisable  within  60 days of the  issuance  of the  Registrant's
December 31, 2000 financial statements.

     Pursuant  to the  Company's  various  stock  option  plans,  the  Company's
directors and officers,  as a group,  have options to acquire  250,000 shares of
the Company's common stock of which 73,000 shares are exercisable within 60 days
of the issuance of the Registrant's December 31, 2000 financial statements.

Item 13.  Certain Relationships and Related Transactions

     On May 1, 1998, the Company entered into a ten year lease for approximately
12,700  square  feet of office  and  warehouse  facilities  in Fort  Lauderdale,
Florida from an entity owned by officers of the Registrant. The lease requires a
minimum rental of $94,800 the first year  increasing by 2% on the anniversary of
the lease  throughout  the term.  Additionally,  the landlord is entitled to its
pro-  rata  share  of all  taxes,  assessments,  insurance  premiums,  operating
charges,  maintenance charges and any other expenses which arise from ownership.
The Registrant  believes that the terms of this lease are comparable to those of
similar  properties in the same  geographic  area of the Company  available from
unrelated third parties.





                                       10


<PAGE>

     The  Registrant  acquired  the rights to the "Star brite" name and products
only for the United States and Canada in  conjunction  with its original  public
offering  during March,  1981. The President of the Registrant is the beneficial
owner of three  companies  which market Star brite  products  outside the United
States.  The Registrant has advanced monies to assist in such foreign  marketing
in order to establish an  international  trademark.  As of December 31, 2000 and
1999 amounts owed to Registrant by affiliates  were  approximately  $598,200 and
$847,000 respectively.  These amounts have been advanced to such affiliates with
repayment  requirements of between five and seven years bearing  interest at the
rate  charged  the  Registrant  pursuant  to its line of  credit.  Sales of such
affiliates aggregated approximately $360,600 and $252,500 during the years ended
December 31, 2000 and 1999, respectively.

     A subsidiary  of the  Registrant  currently  uses the services of an entity
which is owned by its  President to conduct  product  research and  development.
Such entity received  $30,000 per year during the years ended December 31, 2000,
1999 and 1998 under such relationship.

Item 14.  Exhibits, Financial Statements, Schedules and Reports Filed on Form 8K

The following documents are filed as part of this report:

     (A)     Consolidated financial statements:

             (i)      Consolidated balance sheets, December 31, 2000 and 1999.

             (ii)     Consolidated statements of operations for each of the
                         three years ended December 31, 2000, 1999 and 1998.

             (iii)    Consolidated statement of shareholders' equity for each of
                         the three years ended December 31, 2000, 1999 and 1998.

             (iv)     Consolidated statements of cash flows for each of the
                         three years ended December 31, 2000, 1999 and 1998.

             (v)      Notes to consolidated financial statements.

                      (a)      All schedules are omitted because either they are
                                 not applicable or the required information is
                                 shown in the consolidated financial statement
                                 or the notes thereto.

             Exhibits:

             (3)      Articles of incorporation and by-laws are incorporated by
                        reference to the Company's Registration Statement on
                        Form S-18 filed on March 26, 1981.

             (22)     Subsidiaries of the Registrant.

     (B)     Reports Filed on Form 8K





                                       11








<PAGE>
















                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998




<PAGE>



                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998




                                                        Page
                                                        ----
Report of independent auditors                            1

Consolidated balance sheets                               2

Consolidated statements of operations                     3

Consolidated statement of shareholders' equity            4

Consolidated statements of cash flows                     5

Notes to consolidated financial statements             6-13









<PAGE>

                         BERKOVITZ, LAGO & COMPANY, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                          8211 West Broward Boulevard
                                   Suite 340
                           Plantation, Florida 33324






                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Shareholders
Ocean Bio-Chem, Inc. and its Subsidiaries
Ft. Lauderdale, Florida


     We have audited the  consolidated  balance sheets of Ocean  Bio-Chem,  Inc.
(the  "Company") and its  Subsidiaries as of December 31, 2000 and 1999, and the
related consolidated  statements of operations,  shareholders'  equity, and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these  financial  statements  based on our audits.  The  consolidated
statements of operations,  shareholders'  equity,  and cash flows of the Company
for the year ended  December 31,  1998,  were  audited by other  auditors  whose
report thereon, dated March 19, 1999, expressed and unqualified opinion.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
consolidated  financial  statement  presentation.  We  believe  that our  audits
provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Ocean Bio-Chem,
Inc. and its  Subsidiaries  at December 31, 2000 and 1999, and the  consolidated
results  of its  operations  and its cash  flows for the years  then  ended,  in
conformity with generally accepted accounting principles.



                    BERKOVITZ, LAGO & COMPANY, LLP
                    CERTIFIED PUBLIC ACCOUNTANTS




March 22, 2001

<PAGE>

                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                                          ASSETS
<TABLE>
<CAPTION>


Current Assets:                                              2000             1999
                                                             ----             ----
<S>                                                      <C>              <C>
   Cash                                                  $   123,515      $   433,772
   Trade accounts receivable net of allowance for
      doubtful accounts of approximately $ 23,000
       and $22,500, respectively                           3,417,827        2,804,072
   Inventories                                             4,506,987        3,730,321
   Income taxes receivable                                   173,404              -
   Due from officer                                          161,100          161,100
   Prepaid expenses and other current assets                 116,037          146,102
                                                         -----------      -----------
      Total current assets                                 8,498,870        7,275,367
                                                         -----------      -----------

Property, plant and equipment, net                         5,643,550        4,515,305
                                                         -----------      -----------
Other assets:
   Funds held in escrow for equipment                         41,506          285,165
   Trademarks, trade names, and patents, net
      of accumulated amortization                            353,431          376,423
   Due from affiliated companies, net                        598,237          846,979
   Deposits and other assets                                 274,670          248,213
                                                         -----------      -----------
      Total other assets                                   1,267,844        1,756,780
                                                         -----------      -----------
      Total assets                                       $15,410,264      $13,547,452
                                                         ===========      ===========

                                           LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable trade                                $ 2,119,865      $   872,693
   Note payable bank                                       4,250,000        2,900,000
   Current portion of long-term debt                         355,306          314,359
   Accrued expenses payable                                  120,356          390,607
                                                         -----------      -----------
      Total current liabilities                            6,845,527        4,477,659
                                                         -----------      -----------

Long-term debt less current portion                        3,892,445        4,152,332
                                                         -----------      -----------
Commitments and contingencies

Shareholders' equity:
   Common stock - $.01 par value, 10,000,000 shares
      authorized, 4,105,889 and 3,822,499 shares
      issued and outstanding at December 31,
      2000 and 1999,  respectively                            41,060           38,225
Additional paid-in capital                                 3,720,377        3,282,932
Foreign currency translation adjustment                   (  209,398)      (  160,872)
Retained earnings                                          1,128,448        1,764,051
                                                         ------------     ------------
                                                           4,680,487        4,924,336
Less treasury stock, 7,519 and 5,789 shares,
     at cost, respectively                                (    8,195)      (    6,875)
                                                         ------------     ------------
      Total shareholders' equity                           4,672,292        4,917,461
                                                         ------------     ------------

      Total liabilities and shareholders' equity         $15,410,264      $13,547,452
                                                         ============     ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                        2

<PAGE>
                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
<TABLE>
<CAPTION>


                                                             2000            1999             1998
                                                             ----            ----             ----
<S>                                                      <C>              <C>              <C>
Gross sales                                              $18,072,784      $15,952,165      $14,077,993

Less returns and allowances                                1,933,528        1,634,680        1,372,520
                                                         ------------     ------------     ------------
Net sales                                                 16,139,256       14,317,485       12,705,473

Cost of goods sold                                        11,852,435        9,915,216        9,044,501
                                                         ------------     ------------     ------------
Gross profit                                               4,286,821        4,402,269        3,660,972
                                                         ------------     ------------     ------------
Operating expenses:
Advertising and promotion                                    694,729          552,028          693,229
Selling and administrative                                 3,417,378        2,759,207        2,583,485
Interest                                                     573,882          414,785          366,994
                                                         ------------     ------------     ------------
     Total Operating Expenses                              4,685,989        3,726,020        3,643,708
                                                         ------------     ------------     ------------
Operating profit (loss)                                   (  399,168)         676,249           17,264

Interest and other income                                     14,345           19,635           97,174
                                                         ------------     ------------     ------------
Income (loss) before provision
   (benefit) for income taxes                             (  384,823)         695,884          114,438

Provision (benefit) for income taxes                      (  140,000)         264,400           31,379
                                                         ------------     ------------     ------------
Net income (loss)                                         (  244,823)         431,484           83,059

Other comprehensive income:
   Foreign currency translation,
      net of taxes                                        (   48,526)     (    15,206)      (   26,652)
                                                         ------------     ------------     ------------
Comprehensive Income (loss)                              $(  293,349)     $   416,278      $    56,407
                                                         ============     ============     ============
Earnings (loss) per share:
   Basic                                                 $      (.06)     $       .11      $       .02
                                                         ============     ============     ============
   Diluted                                               $      (.06)     $       .11      $       .02
                                                         ============     ============     ============

</TABLE>




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


                                        3


<PAGE>

                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>

                                                        Additional        Foreign
                               Common stock              paid-in          currency         Retained       Treasury
                              Shares       Amount        capital         adjustment        earnings         stock         Total
                            ---------     -------       ----------       ----------       ----------      --------      ----------
<S>                         <C>           <C>           <C>              <C>              <C>             <C>           <C>
January 1,                  3,753,017     $37,530       $3,232,327       $(108,945)       $1,249,508      $    -        $4,410,420
   1998

Net income                                                                                    83,059                        83,059

Foreign currency
   translation
   adjustment                                                             ( 36,721)                                      (  36,721)
                            ---------     -------       ----------       ----------       ----------      --------      -----------
December 31,
   1998                     3,753,017      37,530        3,232,327        (145,666)        1,332,567          -          4,456,758

Net income                                                                                   431,484          -            431,484

Issuance of stock              69,482         695           50,605                                                          51,300

Acquisition of
   treasury stock,
   5,789 shares                                                                                            ( 6,875)      (   6,875)

Foreign currency
   translation
   adjustment                                                             ( 15,206)                                      (  15,206)

                            ---------     -------       ----------       ----------       ----------      ---------     -----------
December 31,
   1999                     3,822,499      38,225        3,282,932        (160,872)        1,764,051       ( 6,875)      4,917,461


Net loss                                                                                   ( 244,823)                    ( 244,823)

Issuance of stock             283,390       2,835          437,445                         ( 390,780)                       49,500

Acquisition of
   treasury stock,
   1,730 shares                                                                                            ( 1,320)      (   1,320)

Foreign currency
   translation
   adjustment                                                             ( 48,526)                                      (  48,526)
                            ---------     -------       ----------       ----------       ----------      ---------     -----------
December 31,
   2000                     4,105,889     $41,060       $3,720,377       $(209,398)       $1,128,448      $( 8,195)     $4,672,292
                            =========     =======       ==========       ==========       ==========      =========     ===========
</TABLE>


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


                                        4


<PAGE>

                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>

                                                             2000             1999             1998
                                                             ----             ----             ----
<S>                                                      <C>              <C>              <C>
Cash flows from operating activities:
   Net income (loss)                                     $(  244,823)     $   431,484      $    83,059
   Adjustments to reconcile net income (loss)
    to net cash provided (used) by operations:
   Depreciation and amortization                             410,855          329,501          280,091
   Issuance of common stock to employees                      49,500           51,300           -
   Changes in assets and liabilities:
     (Increase) in accounts receivable                    (  613,755)      (  474,360)      (  171,479)
     (Increase) in inventory                              (  776,666)      (   38,444)      (  454,670)
     (Increase) decrease in prepaid expense and other     (  169,797)          32,931           85,234
     Increase in accounts payable and accrued
      expenses                                               976,921          252,382          189,371
                                                         ------------     ------------     ------------
Net cash provided (used) by operating activities          (  367,765)         584,794           11,606
                                                         ------------     ------------     ------------
Cash flows from financing activities:
   Net borrowings (reductions) under line of credit        1,350,000       (  109,118)      (  245,040)
   Repayment from (advances to) affiliates, net              248,742           23,171       (  136,506)
   Increases in (payments on) long term debt, net         (  218,940)          96,691       (  340,000)
                                                         ------------     ------------     ------------
     Net cash (used) provided by financing activities      1,379,803           10,744       (  721,546)
                                                         ------------     ------------     ------------
Cash flows used by investing activities:
   Purchase of property, plant and equipment              (1,516,108)      (  446,823)      (  491,059)
   Purchases of treasury shares of common stock           (    1,320)      (    6,875)          -
   Utilization of trust funds for equipment                  243,659          298,267          459,180
                                                         ------------     ------------     ------------
      Net cash used by investing activities               (1,273,769)      (  155,431)      (   31,879)
                                                         ------------     ------------     ------------
Increase (decrease) in cash prior to effect of
   exchange rate on cash                                  (  261,731)         440,107       (  741,819)
Effect of exchange rate on cash                           (   48,526)      (   15,206)      (   36,721)
                                                         ------------     ------------     ------------

Net increase (decrease) in cash                           (  310,257)         424,901       (  778,540)
Cash at beginning of year                                    433,772            8,871          787,411
                                                         ------------     ------------     ------------
Cash at end of year                                      $   123,515      $   433,772      $     8,871
                                                         ============     ============     ============

Supplemental information
   Cash used for interest during period                  $   573,882      $   398,561      $   338,606
                                                         ============     ============     ============
   Cash used for income taxes during period              $   123,447      $    72,000      $      -
                                                         ============     ============     ============
</TABLE>

The Company had no cash equivalents at December 31, 2000, 1999 and 1998.



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



                                        5


<PAGE>

                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

Note 1 - Organization and summary of significant accounting policies:

     Organization - The company was organized  during  November,  1973 under the
laws of the state of Florida and operates as a manufacturer  and  distributor of
products to the marine,  automotive,  and recreational vehicle aftermarkets.  On
October 11, 1984, the Board of Directors approved a change in the corporate name
to Ocean  Bio-Chem,  Inc. (the parent  company) from its former name, Star brite
Corporation.

     Principles of consolidation - The consolidated financial statements include
the accounts of the Company and its wholly owned  subsidiaries.  All significant
inter-company  accounts and transactions  have been eliminated in consolidation.

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

     Prepaid  advertising  and  promotion - During the years ended  December 31,
2000 and 1999,  the Company  introduced  certain new  products in the marine and
recreational  vehicle  aftermarket  industries.  In  connection  therewith,  the
Company  produced new promotional  items to be distributed over a period of time
and  increased  its  catalog  advertising.  The  Company  follows  the policy of
amortizing these costs over a one year basis. At December 31, 2000 and 1999, the
accumulated cost of materials on hand and other deferred promotional costs which
will be charged against the subsequent year's operations amounted  approximately
to $37,700 and $41,000, respectively.

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


     Stock based  compensation  - The  Company  follows  the  provisions  of APB
Opinion No. 25, Accounting for Stock Issued to Employees, to record compensation
costs.  Opinion  No.  25  requires  that  compensation  cost  be  based  on  the
difference,  if any,  between the quoted market price of the stock and the price
the employee must pay to acquire the stock  depending on the terms of the award.
The company has not adopted Statement of Financial  Accounting Standards No. 123
to record such  compensation  costs.  Statement No. 123 requires  accounting for
such cost at fair value using an option pricing model such as the  Black-Scholes
or a bimodal distribution.

     Use of estimates - The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates that affect the reported amounts of assets, liabilities,  revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.



                                        6


<PAGE>

     Concentration  of credit  risk -  Financial  instruments  that  potentially
subject  the  Company to  concentration  of credit  risk  consist  primarily  of
accounts   receivable.   Concentrations  of  credit  with  respect  to  accounts
receivable are limited because the majority of the accounts  receivable are with
large retail  customers.  The single largest  customer's  receivable  represents
approximately 15% of the consolidated balance.

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

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

     Trademarks,  trade  names  and  patents  - The Star  brite  trade  name and
trademark were purchased in 1980 for $880,000.  The cost of trademarks and trade
names is being amortized on a straight-line  basis over an estimated useful life
of 40 years.  The  Company has two patents  which it  believes  are  valuable in
limited  product lines,  but not material to its success or  competitiveness  in
general. There are no capitalized costs for these two patents.

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

     Reclassifications   -  Certain  items  in  the  accompanying   consolidated
financial  statements  for the years ended  December 31, 1999 and 1998 have been
reclassified to conform with the 2000 presentation.
















                                        7



<PAGE>

Note 2 - Property, plant and equipment:

         The Company's property, plant and equipment consisted of the following:
<TABLE>
<CAPTION>

                                                                  December 31,
                                                             2000             1999
                                                        ------------       ------------
         <S>                                            <C>                <C>
         Land                                           $    278,325       $    278,325
         Building                                          2,920,708          2,920,708
         Manufacturing and warehouse equipment             3,063,708          1,677,835
         Office equipment and furniture                      602,721            654,665
         Construction in process                              61,581              4,100
         Leasehold improvement                               141,375            140,985
                                                        ------------       ------------
                                                           7,068,418          5,676,618
         Less accumulated depreciation                     1,424,868          1,161,313
                                                        ------------       ------------
         Total property, plant and equipment, net         $5,643,550         $4,515,305
                                                        ============       ============
</TABLE>

     Depreciation  expense for the years ended December 31, 2000,  1999 and 1998
amounted to $387,864, $306,509 and $257,099, respectively.  Depreciation expense
includes the amortization of capitalized lease assets.

     Included in property,  plant and equipment  are the  following  assets held
under capitalized leases:

<TABLE>
<CAPTION>

                                                             2000             1999
                                                        ------------       ------------
         <S>                                            <C>                <C>
         Land                                           $    278,325       $    278,325
         Building                                          2,920,708         2,920,708
         Manufacturing and warehouse equipment             2,792,402          1,417,794
                                                        ------------       ------------
                                                           5,991,435          4,616,827
         Less accumulated amortization                       761,284            520,297
                                                        ------------       ------------
         Total                                          $  5,230,151       $  4,096,530
                                                        ============       ============
</TABLE>

     On February 27, 1996,  the Company  purchased the assets of Kinpak,  Inc. a
subsidiary  of Kinark,  Inc. In order to meet the  Company's  future  needs,  it
entered  into an  agreement  with the  City of  Montgomery  to issue  Industrial
Revenue  Bonds to cover an  expansion  of the Alabama  facility.  The  expansion
consisted of an additional building,  which was completed during October,  1997,
bringing  the current  facility  to  approximately  110,000  square  feet.  Such
facility  serves as a manufacturing  and  distribution  center.  Obligations for
future payments attributable to this capitalized lease are discussed in Note 4.

Note 3  - Note payable, bank:

     During  1999,  the  Company  secured a  revolving  line of  credit  with an
original  maximum of $3.5 million from a commercial  bank. Such financing is due
on demand and was  amended  during  June,  2000 to a credit  limit of $5 million
carrying an annual interest rate of prime less .25%. Pursuant to this agreement,
the Company is required to maintain  minimum working capital of $2.5 million,  a
ratio of debt to tangible net worth of at least 2.5:1,  and debt coverage  ratio
of at least 1.15 times. The line is collateralized  by the Company's  inventory,
trade  receivables,  and intangible assets. As of December 31, 2000, the Company
was obligated under this  arrangement in the amount of $4,250,000 and was not in
compliance  with certain  applicable  loan  covenants.  The lender has agreed to
waive such covenant violations through April 30, 2001.


                                        8


<PAGE>

Note 4 - Long-Term debt:

     Long term debt at December 31, 2000 consisted of the following:

     At December 31, 2000,  the Company was obligated  pursuant to capital lease
financed through Industrial Revenue Bonds requiring  principal payable quarterly
at various specified amounts. Interest is computed weekly at market rates and is
paid quarterly along with prescribed principal amount. On December 20, 1996, the
Company  issued  $4,990,000 of Industrial  Revenue Bonds in order to finance the
expansion  of the Alabama  property and to  refinance  the original  acquisition
costs. A certain  portion of these bonds were reissued in March of 1997 in order
to take  advantage  of tax free  financing.  The Bonds have  varying  maturities
through March 1, 2012.

     The Company is obligated to an affiliated entity pursuant to a note payable
aggregating  $392,333 at December 31, 2000.  Such  obligation  requires  monthly
installments of $3,357 including principal and interest at 7.5% through April 1,
2004 when a balloon payment of $373,089 is due.

     During 2000,  the Company  entered into various  capital  lease  agreements
covering  equipment  utilized in the Company's  Alabama plant. Such obligations,
aggregating  approximating $95,200 at December 31, 2000, have varying maturities
through 2005 and carry interest rates ranging from 7% to 12%.

     The  composition of these  obligations  are as follows:
<TABLE>
<CAPTION>

                                                         Long-Term           Current
                                                          Portion            Portion
                                                        ------------       ------------
         <S>                         <C>    <C>
         Industrial Revenue Bonds                       $    320,000       $  3,440,000
         Note payable                                          5,182            387,151
         Capitalized equipment leases                         30,124             65,113
                                                        ------------       ------------
                                                        $    355,306       $  3,892,264
                                                        ============       ============
</TABLE>

     Required  principal payment  obligations  attributable to the foregoing are
tabulated below:
<TABLE>
<CAPTION>

         Year ending December 31,

<S>                                 <C>                 <C>
                                    2001                 $   355,306
                                    2002                     355,499
                                    2003                     348,962
                                    2004                     718,567
                                    2005                     344,417
                              Thereafter                   2,125,000
                                                        ------------
                                   Total                $  4,247,751
                                                        ============
</TABLE>

Note 5 - Income taxes:

     The Components of the income tax provision (benefit) are as follows:
<TABLE>
<CAPTION>

                                                                    Year ended December 31,
                                                                 ----------------------------
                                                             2000              1999              1998
                                                        ------------       ------------        ---------
         <S>                                            <C>                <C>                 <C>
         Income tax provision (benefit):
            Federal - current                           $(   164,000)      $    195,200        $  11,193
                    - deferred                                24,000             30,800           16,708
            State                                                 -              38,400            3,478
                                                        -------------      ------------        ---------
                                   Total                $($  140,000)      $    264,400        $  31,379
                                                        ============       ============        =========
</TABLE>


                                        9


<PAGE>

     The reconciliation of income tax provision  (benefit) at the statutory rate
to the reported income tax expense is as follows:
<TABLE>
<CAPTION>


                                                                       Year Ended December 31,
                                                                    -----------------------------
                                                            2000              1999               1998
                                                        ------------       ------------        ---------
         <S>                                                  <C>                 <C>
         Computed at statutory rate                           (34.0%)             34.0%            34.0%
         State tax, net of federal benefit                       -                 3.6              3.6
         Other, net                                           ( 2.4 )               .4            (10.2 )
                                                        -------------      ------------        ----------
         Effective tax rate                                   (36.4%)             38.0%            27.4%
                                                        =============      ============        ==========
</TABLE>

     At December  31,  2000,  the  Company  reflected  an income tax  receivable
aggregating  approximately  $173,400 on the accompanying  financial  statements.
Accrued state and federal  income taxes payable were  approximately  $203,000 at
December 1999.

Note 6 - Litigation:

     The Company, from time to time in the ordinary course of business, is named
as a defendant  in lawsuits.  At December  31, 2000,  the Company was a party to
litigation  associated  with a patent held on one of its products.  Although the
courts have awarded the Company  partial  recovery of legal fees to date,  it is
difficult  to assess the  amount or range of  potential  damages  insofar as the
discovery into these claims has been stayed.

Note 7 - Related party transactions:

     At December 31, 2000 and 1999, the Company had amounts due from  affiliated
companies  which are directly or beneficially  owned by the Company's  president
aggregating  approximately  $598,000 and $847,000,  respectively.  Such advances
were made  primarily  to  international  affiliates  that are in the  process of
expanding  sales of the Company's  products in Europe,  Asia and South  America.
These   amounts  have  been  advanced  by  the  Company  on  open  account  with
requirements  of repayment  between five and seven years.  These  advances  bear
interest at the rate of  interest  charged to the Company on its line of credit.
Sales of Company products to such affiliates aggregated  approximately  $360,600
and $252,500 during the years ended December 31, 2000 and 1999, respectively.

Note 8 - Commitments:

     On May 1, 1998, the Company entered into a ten year lease for approximately
12,700  square  feet of office  and  warehouse  facilities  in Fort  Lauderdale,
Florida  from an entity  owned by certain  officers  of the  Company.  The lease
required a minimum rental of $94,800 for the first year  increasing by 2% on the
anniversary  of the lease  throughout  the term.  Additionally,  the landlord is
entitled to its pro-rata share of all taxes,  assessments,  insurance  premiums,
operating charges,  maintenance  charges and any other expenses which arise from
ownership.  Rent charged to operations  during the year ended  December 31, 2000
amounted to approximately $100,000.

     The Company has entered  into a  corporate  guaranty of the  mortgage  note
obligations of such affiliate. The obligations are primarily secured by the real
estate leased to the Company.

     In November,  1994, the Company leased an approximately  10,000 square foot
building in Fort Lauderdale,  Florida for manufacturing,  warehousing and office
space.  Such lease  terminates  on October 31, 2001.  Rent charged to operations
under  this  lease  during  the  year  ended   December  31,  2000  amounted  to
approximately $90,200.


                                       10


<PAGE>

     The following is a schedule of minimum future rentals on the noncancellable
operating leases:

                   Year ending December 31,

<TABLE>
<CAPTION>
                                    <S>                 <C>
                                    2001                $   179,500
                                    2002                    104,600
                                    2003                    106,600
                                    2004                    108,800
                                    2005                    110,900
                                    Thereafter              463,900
                                                        -----------
                                    Total               $ 1,074,300
                                                        ===========
</TABLE>

Note 9 - Licensing agreement:

     During  1984,  the  Company  entered  into  a  licensing  agreement  for an
indefinite period whereby the Company will market a marine anti-fouling product.
Such agreement,  as amended,  requires the Company to pay the licensor a royalty
equal to the greater of 7% of net sales to fund future  research and development
costs of the covered product or a minimum of $4,000 per year.

Note 10 - Stock options:

     During 1991, the Company adopted a non-qualified employee stock option plan
covering 200,000 shares of its common stock. During 1992, the Company adopted an
incentive stock option plan covering 200,000 shares of its common stock.  During
1994, the Company  adopted a  non-qualified  employee stock option plan covering
400,000 shares of its common stock.

     The following  schedule shows the status of  outstanding  options under the
plans as of December 31, 2000:
<TABLE>
<CAPTION>

                       Date         Options         Option       Expiration
          Plan        granted      outstanding      price           date
          ----        --------     -----------     --------      ----------
          <S>         <C>          <C>             <C>           <C>
          1994        01/30/96          74,500     $  2.000        01/29/01
          1994        05/04/99         136,000     $   .790        05/03/04
          1994        12/20/00         145,000     $   .630        12/19/05
          1992        03/01/99          25,000     $   .870        02/28/04
          1991        11/12/99         150,000     $   .875        11/11/04
</TABLE>

     On March 25, 1999, the Company  granted two officers a five year option for
100,000 shares each at an exercise price of $.89  representing  the market price
at the time of grant.  Such grants were awarded in consideration of their making
a loan to the Company in the amount of $400,000  from an  affiliated  company in
which they are each 50% co-shareholders.

     Statement of Financial Accounting Standards No. 123 requires that companies
that  continue to account for employer  stock  options under APB No. 25 disclose
pro forma net  income  and  earnings  per  share as if such  Statement  had been
applied. The following is disclosed pursuant to such requirement.

<TABLE>
<CAPTION>
                                                      2000         1999          1998
                                                   ----------    --------       -------
         <S>                                       <C>           <C>            <C>
         Net income (loss)          As reported    $(244,823)    $431,484       $83,059
                                    Pro forma       (278,734)    $414,175       $46,959

         Earnings (loss) per share  As reported        ($.06)        $.11          $.02
                                    Pro forma          ($.06)        $.10          $.01
</TABLE>

                                       11


<PAGE>

     A summary of the Company's  stock options as of December 31, 2000, 1999 and
1998, and changes during the years ending on those dates, is presented below:
<TABLE>
<CAPTION>

                                  2000                            1999                              1998
                                    Weighted average                 Weighted average                  Weighted average
                          Shares     exercise price       Shares      exercise price        Shares      exercise price
                         --------    --------------      --------     --------------       ---------    --------------
<S>                      <C>            <C>              <C>             <C>               <C>             <C>
Options Outstanding
at beginning of year      655,500       $ 1.10            339,000        $  2.11            559,000        $  2.01
Granted                   145,000          .63            511,000            .85             -                  -
Expired                  ( 70,000)      ( 2.00)          (194,500)         (2.19)          (220,000)          1.85
Exercised                    -             -               -                  -               -                 -
                         ---------      -------          ---------       --------          ---------       -------
Outstanding at
End of year               730,500       $  .92            655,500        $  1.10            339,000        $  2.11
                         ========       =======          =========       ========          =========       =======
</TABLE>

     The  following  table  summarizes   information  about  the  stock  options
outstanding at December 31, 2000:

<TABLE>
<CAPTION>
                              Options outstanding                              Options exercisable
            ----------------------------------------------------              ----------------------
         Range of       Number        Weighted avg.      Weighted avg.      Number         Weighted avg.
         Exercise    outstanding        remaining          exercise       exercisable        exercise
         prices      at 12/31/00      contractual life       price        at 12/31/00          price
         ------      -----------      ----------------       ------       -----------          ------
<S>      <C>           <C>              <C>                  <C>            <C>                <C>

         $2.000         74,500           .57 yrs.            $2.000          59,600            $2.000
           .875        350,000           .44 yrs.              .875         230,000              .875
           .840         25,000          4.17 yrs.              .840          25,000              .840
           .790        136,000          4.33 yrs.              .790          27,200              .790
           .630        145,000          5.00 yrs.              .630              -                 -
         ======        -------          ---------            ======         -------            ------
                       730,500          3.31 yrs.                           341,800            $1.250
                       =======          =========                           =======            ======
</TABLE>

     Under the three option plans adopted by the Company,  at the  discretion of
the Board of Directors,  grants are given to selected  executives  and other key
employees. Options typically have a five year life with vesting occurring at 20%
per year on a cumulative basis with forfeiture at the end of the option,  if not
exercised.

     The fair value of each option grant was estimated  using the  Black-Scholes
option  pricing model with the following  assumptions  for 2000,  1999 and 1998;
risk free rate 6.5%,  no  dividend  yield for all years,  expected  life of five
years and volatility of 31.6%.

Note 11 - Major customer:

     The Company has one major customer, West Marine, Inc., with sales in excess
of 10% of  consolidated  revenue for the year ended December 31, 2000.  Sales to
this customer represent  approximately  17.5%. The Company enjoys good relations
with this  customer.  However,  the loss of this customer  could have an adverse
impact on the Company's operations.







                                       12


<PAGE>

Note 12 - Earnings per share:

     Basic earnings per common share for the years ended December 31, 2000, 1999
and 1998 were  calculated  on the basis of  4,058,657,  3,796,764  and 3,753,017
weighted  average  common  shares  outstanding,  respectively  pursuant  to  the
provisions  of Statement  of Financial  Accounting  Standards  No. 128.  Diluted
earnings  (loss) per share for the years ended December 31, 2000,  1999 and 1998
were  identical to basic  earnings  (loss) per share as the effect of any common
stock  equivalents  would  have been  anti-dilutive.  Common  stock  equivalents
consist of stock options.

Note 13 - Shareholders' equity:

     During February 2000, a 5% stock dividend was declared for  sjareholders of
record at the close of  business on March 17,  2000 which was  distributable  on
March 30, 2000.










































                                       13



<PAGE>




SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.

                                    OCEAN BIO-CHEM, INC.
                                    Registrant



                                    By:     /s/ Peter G. Dornau
                                           PETER G. DORNAU
                                           Chairman of the Board of Directors
                                             and Chief Executive Officer

                                           March 29, 2001

                                    By:    /s/ Edward Anchel
                                           EDWARD ANCHEL
                                           Chief Financial Officer

                                           March 29, 2001

SIGNATURES

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the Registrant and
in the capacities and on the dates indicated.

                                    By:   /s/ Jeffrey Tieger
                                           JEFFREY TIEGER
                                           Director

                                           March 29, 2001

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has not sent an annual report or proxy  material to  security-holders
as of this date. Subsequent to this filing the Registrant will produce an annual
report and proxy for its yearly security-holders'  meeting. Copies of such shall
be sent to the SEC pursuant to the current requirements.