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, 2001

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.
                        $1,980,000 as of February 1, 2002

     Indicate the number of shares  outstanding of Registrant's  common stock as
of February 1, 2002.

         4,239,889 shares of common stock, par value $.01 per share

                       DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement to be filed within 120 days of December 31, 2001.

<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. In addition, the Company produces private label formulations of
many of its products for various  customers as well as provides  custom blending
and packaging services to customer specifications.

     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.

     Automotive:  The company  manufactures a line of automotive  products under
the Star brite brand name including brake and  transmission  fluids,  hydraulic,
gear and motor oils, and related items.  In addition,  antifreeze and windshield
washes are produced in varying  formulations  both under the Star brite brand as
well as private labeled for customers. The Company also has a line of automotive
polishes, cleaners and asociated appearance items.

     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.

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

     Although the above  products are utilized for different  types of vehicles,
boats and household  purposes,  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

                                        2
<page>
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.

     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 mass merchandisers such as Wal-mart and Home Depot 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:

     Marine:  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.

     Automotive: The automotive marketplace into which the Company began selling
various products during 2001 is the largest in which the Company operates. There
are many entities,  both national and regional,  which represent  competition to
the Company. Many are more established and have greater financial resources than
the Company.  However,  the market is so large that even a minimal  market share
could be significant to the Company.  The principal  elements of competition are
brand  recognition,  price,  service  and the  ability to deliver  products on a
timely basis.  Management  believes  that it can  establish a reasonable  market
share through its present methods of advertising and distribution.

     Recreational  Vehicle:  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.

                                        3
<page>
     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 has
manufacturing and fabrication personnel in both Florida and Alabama.

     The following is a tabulation of the total number of personnel  working for
the Company and/or its subsidiaries:

                                                                   Full-time
Location                      Description                          Employees

Montgomery, Alabama           Manufacturing and distribution          75
Fort Lauderdale, Florida      Manufacturing and distribution          35
                                                                     ---
                                                                     110
                                                                     ===

     New Product  Development:  The  Company  continues  to develop  specialized
products for the marine,  automotive,  and  recreational  vehicle trade.  During
fiscal 2001,  the  Registrant  launched a line of  automotive  oils,  fluids and
related products. During late 2001 and early 2002 the Company started production
and shipment of a line of marine  engine  oils.  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,
                                      2001                 2000               1999
                                      ----                 ----               ----

                                <C>                 <C>                <C>
United States:

         Northeast                 $  3,709,000        $  3,429,000       $  2,829,000
         Southeast                    5,520,000           4,863,000          4,463,000
         Central                      5,684,000           5,075,000          4,575,000
         West Coast                   4,354,000           3,929,000          3,381,000
                                   ------------        ------------       ------------
                                     19,267,000          17,296,000         15,248,000

Canada (US Dollars)                     609,000             777,000            704,000
                                   ------------        ------------       ------------
                                   $ 19,876,000        $ 18,073,000       $ 15,592,000
                                   ============        ============       ============
</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  "believe",  "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.

                                       4
<page>
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 certain
officers of the Company.  The lease covers  approximately  12,700 square feet of
office and warehouse  space.  On May 1, 1998, the  Registrant  renewed its 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 collect from the
Company  its  pro-rata  share of all  taxes,  assessments,  insurance  premiums,
operating changes,  maintenance  charges and any other expenses which arise from
ownership.

     During  November 1994, the Company  leased an  approximately  10,000 square
foot building in Fort  Lauderdale,  Florida for  manufacturing,  warehousing and
office space from an unrelated third party. Such lease terminates on October 31,
2002.  Rent  charged  to  operations  during the year ended  December  31,  2001
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, 2001,  approximately  $9,000 was held in trust to pay for equipping
future equipment required at the facility.

Item 3.  Legal Proceedings

     The Company is a party to litigation  associated  with a patent it holds on
one  of  its  products.   (North  American  Oil  Company,  Inc.  v.  Star  Brite
Distributing, Inc., Case No. 01-1575-1576, pending in the United States Court of
Appeals for the Federal Circuit (on appeal from the United States District Court
for the  Northern  District  of  Georgia,  Atlanta  Division,  Civil  Action No.
1-98-CV-1589-RWS).  The U.S.  District  Court  issued  an Order  granting  North
American Oil Company,  Inc.'s  motion for a partial  summary  judgement  finding
against the Company  during March,  2001.  At present,  such Order is before the
Court of  Appeals.  Both the  Company  and its  counsel  believe  that the lower
court's  Order is flawed and will be  reversed.  However,  there is no assurance
that such result will be achieved. In either event, the case must go back to the
District  Court  to  resolve  the  remaining  issues  associated  with  the case
including,  among other things, damages to be awarded, if any, to the prevailing
party.

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 2001 and 2000 is presented below.

<table>
<caption>

     Market Range of
     Common Stock B     1st Qtr.       2nd Qtr.       3rd Qtr.      4th Qtr.

        <C>           <C>            <C>            <C>           <C>
2001       High          $1.00          $1.00          $1.88         $1.82
           Low           $ .62          $ .53          $ .84         $1.11

2000       High          $2.56          $1.44          $1.09         $1.00
           Low           $1.19          $1.06          $ .97        $  .57
</table>


                                        5

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

     B. The  approximate  number of Common  Stock owners was 800 at December 31,
2001.  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 2000 and 1996 the Company issued a 5% stock dividend.

     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>


                           2001              2000              1999            1998              1997
                           ----              ----              ----            ----              ----

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

Gross sales              $19,876,095     $18,072,784       $15,952,165      $14,077,993       $12,849,507

Net sales                $18,013,393     $16,139,256       $14,317,485      $12,705,473       $11,599,113

Net income (loss)        $   106,384     ($  244,823)      $   431,484      $    83,059       ($  168,506)

Earnings (loss) per
  common share           $   .03         ($  .06)          $   .11          $   .02           ($  .05)

Balance sheet

Working capital          $ 1,371,577     $ 1,724,043       $ 2,797,708      $ 1,956,647       $ 1,976,517

Total assets             $15,030,206     $15,410,264       $13,547,452      $12,846,794       $13,276,542

Long term
 obligations             $ 3,830,076     $ 3,963,145       $ 4,152,332      $ 4,070,000       $ 4,370,000

Total liabilities        $10,268,884     $10,737,972       $ 8,629,991      $ 8,390,036       $ 8,866,122

Shareholders'
  equity                 $ 4,761,322     $ 4,672,292       $ 4,917,461      $ 4,456,758       $ 4,410,420

</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.

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 and is
secured  by  the  Registrant's  trade  receivables,  inventory,  and  intangible
                                       6
<page>
assets.The  Registrant is required to maintain a minimum working capital of $1.5
million and meet other financial covenants during the term of the agreement.  As
of December 31, 2001,  the Company was obligated  under this  arrangement in the
amount of $3,665,860  and was not in  compliance  with certain  applicable  loan
covenants. The lender has agreed to waive such covenant violations through March
30, 2002.

     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  $9,000  was held in trust at
December 31, 2001 for equipping the expansion.

     The bonds are marketed weekly at the prevailing rates for such instruments.
Currently  such bonds carry interest  ranging  between 1.4 % and 1.8 % 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 years ended  December  31, 2001 and 2000.  Such amount was net of the
balance which remained in escrow from its Alabama  Industrial Revenue Bond Issue
for  future  equipment  needs.  Such  expenditures  represented  new  equipment,
personnel and related costs  associated with the program.  Through  December 31,
2001, 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, full-scale operations related to this
line were not accomplished until mid- 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, 2001

Fourth Quarter Results:

     Comparing  the  quarters  ended  December  31,  2001 and  2000,  net  sales
increased  approximately  $ 172,000 or 3.9%. This was primarily due to increased
sales of antifreeze, oils, automotive fluids, and private label products.



                                        7

<page>

Results of Operations:

     Calendar year 2001/2000:  Sales and earnings varied when comparing the year
ended December 31, 2001 to 2000 principally due to the factors enumerated below.

     Net  sales  - Net  sales  increased  11.6%  or  approximately  $  1,874,000
comparing  the year  ended  December  31,  2001 with the 2000  period.  This was
primarily  due to  increased  sales of anti-  freeze,  private  label  products,
automotive fluids, and marine items.

     Cost of goods sold - Cost of goods sold increased from 73.4% to 76.3 % as a
percentage  of net  sales  when  comparing  2001 to  2000.  This  was  primarily
attributable  to a  differing  product mix which was  impacted  by  introductory
pricing  of the  Company's  new  automotive  fluids and an  increase  in private
packaging revenues which typically yield lower margins.

     Advertising and promotion - Advertising  expense decreased  approximately $
30,800 or 4.4% when  comparing  2001 to 2000.  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  decreased  approximately  $ 470,000 or 13.8 % when  comparing  2001 to
2000. The most significant single item reflected therein was a decrease in legal
fees.   Increased   personnel   costs  and   anticipated   increases   in  other
administrative expenses also affected the change for the year.

     Interest  expense - Interest  expense  incurred  during 2001  decreased  by
approximately  $ 62,600 over 2000.  The decrease was  primarily  due to recently
announced reductions in prevailing interest rates.

     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 26% 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  24%  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.

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, 2001.

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

                        <C>                                                   <C>
Peter G. Dornau            President, Chief Executive Officer, and               62
                           Director since 1973

Jeffrey Tieger             Vice President, Secretary and Director                58
                           since 1977

Edward Anchel              Vice President-Finance, Chief Financial               55
                           Officer since 1999 and Director since 1998

James Kolisch              Director since 1998                                   50

Laz Schneider              Director since 1998                                   62

John B. Turner             Director since 2000                                   54

</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, 2001.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets forth  information  at  December  31,  2001 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
--------       -------------------                          --------------------          --------

            <C>                                                 <C>                      <C>
Common         Peter G. Dornau, President, Director                2,537,861*               56.0%
               4041 S. W. 47 Avenue
               Ft. Lauderdale, FL 33314

Common         All directors and officers as a group
               6 individuals                                       2,920,005*               64.5%
</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.

     As of December 31, 2001,  pursuant to the  Company's  various  stock option
plans,  Mr. Dornau has options to acquire 90,000 shares of the Company's  common
stock of which 21,000 shares are  exercisable  within 60 days of the issuance of
the Registrant's December 31, 2001 financial statements.

     As of December 31, 2001,  pursuant to the  Company's  various  stock option
plans, the Company's directors and officers, as a group, have options to acquire
295,000  shares  of the  Company's  common  stock of  which  88,000  shares  are
exercisable within 60 days of the issuance of the Registrant's December 31, 2001
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 required 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 collect
from the  Company  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, 2001 and
2000 amounts owed to Registrant by affiliates  were  approximately  $563,700 and
$598,200, respectively. These amounts have been advanced to such affiliates with
repayment requirements of between five and seven years bear interest at the rate
charged the Registrant pursuant to its line of credit.  Sales to such affiliates
aggregated  approximately  $319,700 and $360,600 during the years ended December
31, 2001 and 2000, 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, 2001,
2000 and 1999 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, 2001 and 2000.

             (ii)     Consolidated statements of operations for each of the
                      three years ended December 31, 2001, 2000 and 1999.

             (iii)    Consolidated statement of shareholders' equity for each of
                      the three years ended December 31, 2001, 2000 and 1999.

             (iv)     Consolidated statements of cash flows for each of the
                      three years ended December 31, 2001, 2000 and 1999.

             (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, 2001, 2000 AND 1999




<page>

                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999




                                                            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                    6-12






<page>

                         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, 2001 and 2000, and the
related consolidated  statements of operations,  shareholders'  equity, and cash
flows for each of the three years in the period ended  December 31, 2001.  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.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  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, 2001 and 2000, and the  consolidated
results of its  operations and its cash flows for each of the three years in the
period ended December 31, 2001, in conformity with generally accepted accounting
principles.

                         BERKOVITS, LAGO & COMPANY, LLP


March 21, 2002



<page>
                      OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

                                     ASSETS
<table>
<caption>

Current Assets:                                                2001            2000
                                                               ----            ----

                                                        <C>              <C>
   Cash                                                    $    82,000      $   123,515
   Trade accounts receivable net of allowance for
      doubtful accounts of approximately $152,500
       and $23,000, respectively                             3,286,848        3,417,827
   Inventories                                               4,296,183        4,506,987
   Income taxes receivable                                    -                 173,404
   Due from officer                                           -                 161,100
   Prepaid expenses and other current assets                   145,354          116,037
                                                           -----------      -----------
      Total current assets                                   7,810,385        8,498,870
                                                           -----------      -----------

Property, plant and equipment, net                           6,002,445        5,643,550
                                                           -----------      -----------
Other assets:
   Funds held in escrow for equipment                            9,084           41,506
   Trademarks, trade names, and patents, net
      of accumulated amortization                              330,439          353,431
   Due from affiliated companies, net                          563,731          598,237
   Deposits and other assets                                   314,122          274,670
                                                           -----------      -----------
      Total other assets                                     1,217,376        1,267,844
                                                           -----------      -----------

      Total assets                                         $15,030,206      $15,410,264
                                                           ===========      ===========

                                           LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable trade                                  $ 2,163,245      $ 2,119,865
   Note payable bank                                         3,665,860        4,250,000
   Current portion of long-term debt                           470,994          355,306
   Accrued expenses payable                                    138,709           49,656
                                                           -----------      -----------
      Total current liabilities                              6,438,808        6,774,827
                                                           -----------      -----------

Deferred income taxes payable                                  111,200           70,700
                                                           -----------       ----------
Long-term debt less current portion                          3,718,876        3,892,445
                                                           -----------      -----------
Commitments and contingencies

Shareholders' equity:
   Common stock - $.01 par value, 10,000,000 shares
      authorized, 4,239,889 and 4,105,889 shares
      issued and outstanding at December 31,
      2001 and 2000,  respectively                              42,399           41,060
   Additional paid-in capital                                3,755,219        3,720,377
   Foreign currency translation adjustment                 (   262,933)     (   209,398)
   Retained earnings                                         1,234,832        1,128,448
                                                           -----------      -----------
                                                             4,769,517        4,680,487
   Less treasury stock 7,519 shares,
     at cost                                               (     8,195)     (     8,195)
                                                           -----------      -----------
      Total shareholders' equity                             4,761,322        4,672,292
                                                           -----------      -----------


      Total liabilities and shareholders' equity           $15,030,206      $15,410,264
                                                           ===========      ===========
</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, 2001, 2000, AND 1999

<table>
<caption>

                                         2001              2000                1999
                                         ----              ----                ----

                                   <C>               <C>                 <C>
Gross sales                           $19,876,095       $18,072,784         $15,952,165

Less returns and allowances             1,862,702         1,933,528           1,634,680
                                      -----------       -----------         -----------
Net sales                              18,013,393        16,139,256          14,317,485

Cost of goods sold                     13,744,703        11,852,435           9,915,216
                                      -----------       -----------         -----------
Gross profit                            4,268,690         4,286,821           4,402,269
                                      -----------       -----------         -----------
Operating expenses:
Advertising and promotion                 663,922           694,729             552,028
Selling and administrative              2,947,489         3,417,378           2,759,207
Interest                                  511,292           573,882             414,785
                                      -----------       -----------         -----------
     Total Operating Expenses           4,122,703         4,685,989           3,726,020
                                      -----------       -----------         -----------

Operating profit (loss)                   145,987       (   399,168)            676,249

Interest and other income                     897            14,345              19,635
                                      -----------       -----------         -----------
Income (loss) before provision
   (benefit) for income taxes             146,884       (   384,823)            695,884

Provision (benefit) for income taxes       40,500       (   140,000)            264,400
                                      -----------       -----------         -----------
Net income (loss)                         106,384       (   244,823)            431,484

Other comprehensive income:
   Foreign currency translation,
      net of taxes                    (    53,535)      (    48,526)        (    15,206)
                                      -----------       -----------         -----------
Comprehensive Income (loss)           $    52,849       ($  293,349)        $   416,278
                                      ===========       ===========         ===========
Earnings (loss) per share:
   Basic                              $    .03          ($  .06)            $   .11
                                      ===========       ===========         ===========

   Diluted                            $    .03          ($  .06)            $   .11
                                      ===========       ===========         ===========
</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, 2001, 2000 AND 1999
<table>
<caption>

                                                                        Foreign
                                 Common stock          Additional       currency        Retained      Treasury
                             Shares        Amount    paid-in capital    adjustment      earnings       stock             Total
                            -------        ------    ---------------    ----------      --------      ---------         ---------

                        <C>            <C>          <C>              <C>             <C>            <C>             <C>
January 1,                 3,753,017      $37,530      $3,232,327       ($145,666)     $1,332,567      $  -            $ 4,456,758
   1999

Net income                                                                                431,484        -                 431,484

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

Acquisition of
   treasury stock,
   6,875 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

Net income                                                                                106,384                          106,384

Issuance of stock            134,000        1,339          34,842                                                           36,181

Foreign currency
   translation
   adjustment                                                           (  53,535)                                     (    53,535)
                           ----------      -------      ---------        ---------      ---------       -------         ------------
December 31,
      2001                 4,239,889      $42,399      $3,755,219       ($262,933)     $1,234,832      ($ 8,195)        $4,761,322
                           =========       ======       =========        ========       =========       =======         ============
</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, 2001, 2000 AND 1999
<table>
<caption>


                                                                       2001               2000               1999
                                                                       ----               ----               ----

                                                                <C>                  <C>                  <C>
Cash flows from operating activities:
   Net income (loss)                                               $    106,384        ($   244,823)      $ 431,484
   Adjustments to reconcile net income (loss)
    to net cash provided (used) by operations:
   Depreciation and amortization                                        494,901             410,855         329,501
   Issuance of common stock to employees                                 36,181              49,500          51,300
   Changes in assets and liabilities:
     (Increase) decrease in accounts receivable                         130,979       (     613,755)      ( 474,360)
     (Increase) decrease in inventory                                   210,804       (     776,666)      (  38,444)
     (Increase) decrease in prepaid expense and other                   265,737       (     169,797)         32,931
     Increase in accounts payable and accrued
      expenses                                                          172,931             976,921         252,382
                                                                   -------------       ------------       ----------
Net cash provided (used) by operating activities                      1,417,917        (    367,765)        584,794
                                                                   -------------       ------------       ----------
Cash flows from financing activities:
   Net borrowings (reductions) under line of credit                (    584,140)          1,350,000       ( 109,118)
   Repayment of amounts due from affiliates, net                         34,506             248,743          23,171
   Increases in (payments on) long term debt, net                  (     57,881)       (    218,940)         96,691
                                                                   ------------        ------------       ----------
     Net cash (used) provided by financing activities              (    607,515)          1,379,803          10,744
                                                                   ------------        ------------       ----------
Cash flows used by investing activities:
   Purchase of property, plant and equipment                       (    830,804)        ( 1,516,108)      ( 446,823)
   Purchases of treasury shares of common stock                          -             (      1,320)      (   6,875)
   Utilization of trust funds for equipment purchased                    32,422             243,659         298,267
                                                                   -------------        -----------       ----------
      Net cash used by investing activities                        (    798,382)        ( 1,273,769)      ( 155,431)
                                                                   -------------        -----------       ----------
Increase (decrease) in cash prior to effect of
   exchange rate on cash                                                 12,020        (    261,731)        440,107
Effect of exchange rate on cash                                    (     53,535)        (    48,526)      (  15,206)
                                                                   -------------        -----------       ----------

Net increase (decrease) in cash                                    (     41,515)       (    310,257)        424,901
Cash at beginning of year                                               123,515             433,772           8,871
                                                                  --------------        -----------       ----------
Cash at end of year                                                $     82,000         $   123,515       $ 433,772
                                                                   ============        ============       ==========
Supplemental information

   Cash used for interest during period                            $  511,292           $   573,882       $ 398,561
                                                                   ============         ===========       =========
   Cash used for income taxes during period                        $     -              $   123,447       $  72,000
                                                                   ============         ===========       =========
</table>

The Company had no cash equivalents at December 31, 2001, 2000 and 1999.



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, 2001, 2000 AND 1999

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,
2001 and 2000,  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, 2001 and 2000, the
accumulated cost of materials on hand and other deferred promotional costs which
will  be  charged  against  the  subsequent   year's   operations   amounted  to
approximately $24,800 and $37,700, 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.

     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.

     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 17% 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.

                                        6

<page>

     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, 2000 and 1999 have been
reclassified to conform with the 2001 presentation.

Note 2 - Property, plant and equipment:

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

                                                                 December 31,
                                                            2001             2000
                                                        ----------       -----------
         
                                            <C>              <C>
         Land                                           $  278,325       $   278,325
         Building                                        2,928,548         2,920,708
         Manufacturing and warehouse equipment           3,844,356         3,063,708
         Office equipment and furniture                    629,787           602,721
         Construction in process                            76,831            61,581
         Leasehold improvement                             141,375           141,375
                                                        ----------       -----------
                                                         7,899,222         7,068,418
         Less accumulated depreciation                   1,896,777         1,424,868
                                                        ----------       -----------
         Total property, plant and equipment, net       $6,002,445       $ 5,643,550
                                                        ==========       ===========

</table>

     Depreciation  expense for the years ended December 31, 2001,  2000 and 1999
amounted to $471,909, $387,864 and $306,509, respectively.  Depreciation expense
includes the amortization of capitalized lease assets.






                                        7

<page>

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

                                                            2001             2000
                                                        -----------      -----------
         
                                            <C>              <C>
         Land                                           $   278,325      $   278,325
         Building                                         2,928,548        2,920,708
         Manufacturing and warehouse equipment            3,573,051        2,792,402
                                                        -----------      -----------
                                                          6,779,924        5,991,435
         Less accumulated amortization                    1,124,264          761,284
                                                        -----------      -----------
           Total                                        $ 5,655,660      $ 5,230,151
                                                        ===========      ===========
</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 2000, the Company  secured a revolving line of credit with a maximum
of $5 million from a commercial  bank  carrying an annual  interest  rate at the
lender's  prime  rate.  Pursuant to this  agreement,  the Company is required to
maintain  minimum working  capital of $1.5 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, 2001, the Company was obligated under this
arrangement in the amount of $3,665,860  and was not in compliance  with certain
applicable  loan  covenants.  The  lender  has  agreed  to waive  such  covenant
violations through March 30, 2002.

Note 4 - Long-Term debt:

     Long term debt at December 31, 2001 consisted of the following:

     At December 31, 2001, the Company was obligated pursuant to a 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 owned by certain officers
of the Company pursuant to a note payable  aggregating  $381,028 at December 31,
2001.  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 2001 and 2000, the Company,  through certain  subsidiaries,  entered
into  various  capital  lease  agreements  covering  equipment  utilized  in the
Company's Alabama plant and its corporate offices. Such obligations, aggregating
approximately $75,000 at December 31, 2001, have varying maturities through 2005
and carry interest rates ranging from 7% to 12%.




                                        8

<page>
     During the 2001,  the Company  financed the  acquisition  of  approximately
$484,000 of equipment through a financial  institution.  The obligation requires
monthly  installments  of $11,097  including  principal and interest at 8.4% per
annum through maturity in May, 2004. The obligation is secured by the underlying
equipment purchased.

     The composition of these  obligations at December 31, 2001 and 2000 were as
follows:
<table>
<caption>
                                                                           Long-Term
                                             Current Portion                Portion
                                             2001       2000           2001           2000
                                           --------   --------     ----------      -----------
         
                               <C>        <C>          <C>             <C>
         Industrial Revenue Bonds          $320,000   $320,000     $3,120,000      $3,440,000
         Notes payable                      118,996      5,182        555,831         387,151
         Capitalized equipment leases        31,998     30,124         43,045          65,113
                                           --------   --------     ----------      ----------
                                           $470,994   $355,306     $3,718,876      $3,892,264
                                           ========   ========     ==========      ==========
</table>


     Required  principal payment  obligations  attributable to the foregoing are
tabulated below:
<table>
<caption>
         Year ending December 31,
                                    
            <C>
                                    2002           $   470,994
                                    2003               473,185
                                    2004               775,306
                                    2005               345,385
                                    2006               340,000
                              Thereafter             1,785,000
                                                   -----------
                                   Total           $ 4,189,870
                                                   ===========
</table>


Note 5 - Income taxes:

     The Components of the Company's consolidated income tax provision (benefit)
are as follows:

<table>
<caption>

                                                                Year ended December 31,
                                                        2001             2000              1999
                                                       ----             ----              ----
         Income tax provision (benefit):
            
                                     <C>                  <C>                <C>
            Federal - current                       $    -           ($ 164,000)        $ 195,200
                    - deferred                         40,500            24,000            30,800
            State                                        -                 -               38,400
                                                    ---------        -----------        ---------
                                   Total            $  40,500        ($ 140,000)        $ 264,400
                                                    =========        ===========        =========
</table>

         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,
                                                       2001                  2000              1999
                                                       ----                  ----              ----
         
                                           <C>              <C>                 <C>
         Computed at statutory rate                     34.0%           ( 34.0%)            34.0%
         State tax, net of federal benefit                -                 -                3.6%
         Other, net                                   (  6.4%)          (  2.4%)              .4%
                                                      --------          --------           ------
         Effective tax rate                             27.6%           ( 36.4%)            38.0%
                                                      ========          ========           ======
</table>





                                        9

<page>

Note 6 - Litigation:

     At December 31, 2001, the Company was a party to litigation associated with
a patent  it holds on one of its  products.  The U.S.  District  Court  issued a
partial  Summary  Judgement  Order against the Company  during  March,  2001. At
present, the such Order is before the Federal Circuit Court of Appeals. Both the
Company and its counsel  believe that the lower court's Order is flawed and will
be reversed.  However,  there is no assurance that such result will be achieved.
In either  event,  the case must go back to the  District  Court to resolve  the
remaining issues associated with the case including, among other things, damages
to be awarded,  if any, to the prevailing  party.  Given the  uncertainty of the
litigation,  the  Company's  outside  counsel  cannot offer an opinion as to the
probable outcome of this matter and,  accordingly,  it is not possible to assess
any potential financial outcome to the Company at this time.

Note 7 - Related party transactions:

     At December 31, 2001 and 2000, the Company had amounts due from  affiliated
companies  which are directly or beneficially  owned by the Company's  president
aggregating  approximately  $563,700 and $598,000,  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  $319,700
and $360,600 during the years ended December 31, 2001 and 2000, 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 years ended December 31, 2001,
2000  and  1999  amounted  to  approximately   $100,500,   100,000  and  92,900,
respectively.

     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 from an unrelated third party.  Such lease terminates on October 31, 2001.
Rent charged to operations  under this lease during the year ended  December 31,
2001,  2000 and 1999  amounted  to  approximately  $92,800,  90,200 and  96,000,
respectively.









                                       10
<page>


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

         Year ending December 31,
<table>
<caption>

                                    
             <C>
                                    2002            $  291,300
                                    2003               110,600
                                    2004               108,800
                                    2005               110,900
                                    2006               113,200
                              Thereafter               350,800
                                                    ----------
                                   Total            $1,085,600
                                                    ==========
</table>


     Subsequent to December 31, 2001, the Company entered into an agreement with
a financial  institution to provide  financial  advisory and investment  banking
services  to the  Company  for a one year  period  ending  January,  2003.  Such
agreement is renewable at the Company's  option and requires a monthly  retainer
of $5,000,  reimbursement  of Company  approved  expenses  and the  issuance  of
warrants to purchase 250,000 shares of the Company's common stock at an exercise
price of $1.40 per share.  In addition to the foregoing,  the Company has agreed
to compensate  the  Investment  Banker based on completion of certain  financing
arrangements and/or transactions.

Note 9 - 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, 2001:
<table>
<caption>
                    Date           Options       Option       Expiration
       Plan        granted       outstanding     price          date
       ----        -------       -----------     ------       -----------
       
         <C>             <C>           <C>            <C>
       1991        11/12/99        140,000       $  .875        11/11/04
       1992        03/01/99         25,000       $  .870        02/28/04
       1992        12/20/01        160,000       $ 1.110        12/20/06
       1994        05/04/99        124,000       $  .790        05/03/04
       1994        12/20/00        145,000       $  .630        12/19/05

</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>

                                                             2001         2000           1999
                                                             ----         ----           ----
         
                                              <C>          <C>             <C>
         Net income (loss)              As reported       $106,384     ($244,823)      $431,484
                                        Pro forma         $ 94,981     ( 278,734)      $414,175

         Earnings (loss) per share      As reported       $ .03        ($.06)          $.11
                                        Pro forma         $ .02        ($.06)          $.10
</table>


                                       11

<page>




     A summary of the Company's  stock options as of December 31, 2001, 2000 and
1999, and changes during the years ending on those dates, is presented below:
<table>
<caption>

                                   2001                     2000                      1999
                                 --------                 --------                  --------
                                       Weighted                 Weighted                  Weighted
                           Optioned     average     Optioned     average       Optioned    average
                            shares  exercise price   shares   exercise price    shares  exercise price
                           -------  --------------  -------   --------------   -------  --------------

                        <C>          <C>         <C>          <C>          <C>          <C>
Options Outstanding
 at beginning of year      730,500      $  .92      655,500      $1.10         339,000     $2.11
Granted                    160,000        1.11      145,000        .63         511,000       .85
Expired                    (96,500)     ( 1.73)     (70,000)     (2.00)       (194,500)    (2.19)
Exercised                      -            -           -           -              -          -
                           -------      ------      -------      -----        --------     -----
Outstanding at
 end of year               794,000      $  .89      730,500      $ .92         655,500     $1.10
                           =======      ======      =======      =====        ========     =====

</table>

     The  following  table  summarizes   information  about  the  stock  options
outstanding at December 31, 2001:
<table>
<caption>

                                       Options outstanding                  Options exercisable
                               --------------------------------             -------------------
         Range of        Number        Weighted avg.      Weighted avg.     Number    Weighted avg.
         Exercise        outstanding     remaining          exercise     exercisable    exercise
         prices          at 12/31/01  contractual life       price       at 12/31/01     price
         ------          -----------  ----------------      ------         -------      ------

      <C>               <C>          <C>                 <C>            <C>          <C>
         $1.110            160,000       .57 yrs.           $1.110          -           $1.110
           .875            340,000       .44 yrs.             .875         256,000        .875
           .840             25,000      4.17 yrs.             .840          25,000        .840
           .790            124,000      4.33 yrs.             .790          49,600        .790
           .630            145,000      5.00 yrs.             .630          29,000        .630
         ======            -------      ---------           ======         -------      ------
                           794,500      3.21 yrs.                          359,600      $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 the years ended 2001,
2000 and 1999;  risk free rate 6.5%, no dividend  yield for all years,  expected
life of five years and volatility of 31.6%.

Note 10 - 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, 2001.  Sales to
this customer represent  approximately  17.3%. 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 11 - Earnings per share:

     Basic earnings per common share for the years ended December 31, 2001, 2000
and 1999 were  calculated  on the basis of 4,169,870,  4,058,657,  and 3,796,764
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, 2001,  2000 and 1999
were  identical  to basic  earnings  (loss)  per share as the  effect of certain
common stock equivalents would have been anti-dilutive. Common stock equivalents
consist of stock options.

Note 12 - Shareholders' equity:

     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.






<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 27, 2002


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

                                             March 27, 2002

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 27, 2002

     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.





                                     13



<page>



                                EXHIBIT (See 22)


The following is a list of the Registrant's subsidiaries:


Name                                                  Ownership %

Star brite Distributing, Inc.                                100
Star brite Distributing Canada, Inc.                         100
D & S Advertising Services, Inc.                             100
Star brite Sta-Put, Inc.                                     100
Star brite Service Centers, Inc.                             100
Star brite Automotive, Inc.                                  100
Kinpak Inc.                                                  100