As filed with the Securities and Exchange Commission on February 2, 2004
                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              OCEAN BIO-CHEM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        FLORIDA                                                  59-1564329
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                4041 SW 47 Avenue, Fort Lauderdale, Florida 33314
                    (Address of Principal Executive Offices)
                         -------------------------------

                           Peter G. Dornau, President
                              Ocean Bio-Chem, Inc.
                                4041 SW 47 Avenue
                         Fort Lauderdale, Florida 33314
                     (Name and Address of Agent for Service)

                                 (954) 587-6280
          (Telephone Number, including Area Code of Agent for Service)

with a copy to Laz L. Schneider, Esq., Berger Singerman, 350 East Las Olas
Boulevard, Fort Lauderdale, Florida 33301

                         CALCULATION OF REGISTRATION FEE
               --------------------------------------------------
<TABLE>
<CAPTION>
 <S>                       <C>              <C>               <C>               <C>
  Title of                                    Proposed         Proposed
 Securities                  Amount            Maximum          Maximum          Amount of
    to be                     to be         Offering Price     Aggregate        Registration
 Registered                Registered(1)     Per Share(2)     Market Price          Fee
--------------------------------------------------------------------------------------------

Ocean Bio-Chem, Inc.
$.01 par value             316,470          $1.73             $553,823          $71.00
Common Stock
--------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


     (1) This  Registration  Statement  also  registers the offer and sale of an
indeterminate number of additional shares of Common Stock of the Registrant that
may be issuable as a result of stock splits, stock dividends, recapitalizations,
mergers, reorganizations, combinations or exchanges of shares or other similar
events.

     (2)  Estimated  solely  for the  purpose of  calculating  the amount of the
Registration Fee pursuant to Rule 457,  promulgated  under the Securities Act of
1933, as amended, and based on the average high and low sales price of the Ocean
Bio-Chem, Inc. Common Stock on January 30, 2004.

     THIS  REGISTRATION  STATEMENT  SHALL BECOME  EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") IN ACCORDANCE WITH SECTION
8(A)  OF THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND  RULES  456  AND  462
PROMULGATED THEREUNDER.

                                     PART I

                                EXPLANATORY NOTE

     Ocean  Bio-Chem,  Inc.  ("we," "us" or the  "Company")  has  prepared  this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities  Act of 1933,  as amended (the "Act"),  to register  shares of Common
Stock,  $.01 par  value,  of the  Company  issued to  employees  of the  Company
pursuant to the Company's 1991 Incentive Stock Option Plan, 1992 Incentive Stock
Option Plan and 1994 Incentive Stock Option Plan (the "Plans").

     This Registration  Statement  contains two parts. The first part contains a
reoffer  Prospectus  prepared in accordance  with the  requirements of Part I of
Form S-3  pursuant to Section C of the  General  Instructions  to Form S-8.  The
reoffer  Prospectus may be used for  reofferings  and resales on a continuous or
delayed  basis in the future of "control  securities"  which have been or may be
issued  pursuant to the Plan to employees  of the Company who may be  considered
affiliates as defined by Rule 405 under the Act.

     The  second  part  contains   "Information  Required  in  the  Registration
Statement"  pursuant  to Part II of Form S-8.  Pursuant to the Note to Part I of
Form S-8, the information  relating to the Plan specified by Part I is not filed
with the Securities and Exchange  Commission (the  "Commission"),  but documents
containing such  information have been or will be sent or given to employees and
directors as specified by Rule 428(b)(1).  Such  document(s) are not being filed
with the  Commission but constitute  (along with the documents  incorporated  by
reference into the Registration  Statement pursuant to Item 3 of Part II hereof)
a Prospectus that meets the requirements of Section 10(a) of the Act.

     The Company is a "small business  issuer" as defined in Regulation S-B, and
the disclosures made herein comply with the requirements of Regulation S-B.

                                   PROSPECTUS

                              Ocean Bio-Chem, Inc.

                  316,470 Shares Common Stock ($.01 par value)
                             ----------------------

     Certain  of our  stockholders  are  using  this  Prospectus  to offer up to
316,470  shares of our Common  Stock,  $.01 par value (the  "Shares")  that they
received  from us pursuant to the Ocean  Bio-Chem,  Inc.  1991  Incentive  Stock
Option Plan, the Ocean  Bio-Chem,  Inc. 1992 Incentive Stock Option Plan and the
Ocean  Bio-Chem,  Inc.  1994  Incentive  Stock  Option Plan  (collectively,  the
"Plans").  Some of these  stockholders  may be considered our  "affiliates,"  as
defined in Rule 405 under the Securities Act of 1933, as amended.

                                       2
<PAGE>


We expect that sales made pursuant to this Prospectus will be made:

     -- in broker's transactions;

     -- in transactions directly with market makers; or

     -- in negotiated sales or otherwise.

     The selling  stockholders  will determine when they will sell their Shares,
and in all cases they will sell their  Shares at the current  market price or at
prices negotiated at the time of the sale. We will not receive any proceeds from
these  sales,  although  we have  received  cash from the sale of the  Shares to
selling  shareholders who exercised  options received under the Plans to acquire
the Shares.  All expenses incurred in connection with the preparation and filing
of this Prospectus and related Registration Statement are being borne by us.

     The brokers and dealers the selling  stockholders  utilize in selling these
Shares  may  receive  compensation  in  the  form  of  underwriting   discounts,
concessions,  or commissions  from the sellers or purchasers of the Shares.  Any
compensation may exceed customary commissions.  The selling stockholders and the
brokers and dealers they utilize may be deemed to be  "underwriters"  within the
meaning of the  securities  laws, and any  commissions  received and any profits
realized  by them on the sale of Shares  may be  considered  to be  underwriting
compensation.

     The  Shares are listed on the  NASDAQ  under the  symbol  "OCBI."  The last
reported  sale price of the Shares as  reported on NASDAQ was $1.72 per share on
January 30, 2004.

     Our  principal  executive  offices are  located at 4041 SW 47 Avenue,  Fort
Lauderdale, Florida 33314, our telephone number is (954) 587-6280.
                             ----------------------

     This investment involves risks. See the "Risk Factors" section beginning on
page 9.

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

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has approved or  disapproved  of the  securities  or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.

                   This Prospectus is dated February 2, 2004.

TABLE OF CONTENTS
                                                     Page
                                                     -----
Available Information                                  4
Incorporation of Certain Documents
     by Reference                                     4-5
Risk Factors                                           5
Our Company                                           5-6
Selling Stockholders                                  6-7
Plan of Distribution                                   7
Use of Proceeds                                        8
Expenses                                               8
Experts                                                8
Certain Forward-Looking Statements                     8

     This Prospectus contains  information  concerning the Company, but does not
contain all of the information set forth in the  Registration  Statement and its
Exhibits,  which  the  Company  has  filed  with  the  Securities  and  Exchange
Commission,  Washington, D.C., under the Securities Act of 1933, as amended, and
to which reference is made.

                                       3
<PAGE>

     No dealer,  salesperson  or other  person has been  authorized  to give any
information or to make any  representation not contained in this Prospectus and,
if given or made, such information or representation  must not be relied upon as
having been  authorized by the Company.  This  Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any  jurisdiction  to any person to whom it is  unlawful  to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made under this Prospectus shall under any circumstances, create any implication
that there have not been changes in the affairs of the Company since the date of
this Prospectus.

                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance  with the
Exchange Act we are required to file  periodic  reports,  proxy  statements  and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  Such reports, proxy statements and other information filed by us
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549 at the
prescribed  rates.  The  Commission  also maintains a site on the World Wide Web
that contains  reports,  proxy and information  statements and other information
regarding  registrants  that file  electronically.  The  address of that site is
http://www.sec.gov.  The public may obtain  information  on the operation of the
Public Reference Room by calling 1-800-SEC-0330.

     This  Prospectus  omits  certain  of  the  information   contained  in  the
Registration  Statement of which this  Prospectus  is a part (the  "Registration
Statement"),  covering  Shares  offered under this  Prospectus.  Pursuant to the
Securities Act, the Registration  Statement is on file with the Commission.  For
further  information  with  respect  to us and the  Shares  offered  under  this
Prospectus,  reference  is made to the  Registration  Statement,  including  the
exhibits  incorporated  therein  by  reference  or filed  therewith.  Statements
contained in this  Prospectus  concerning the provisions of any document are not
necessarily  complete  and, in each  instance,  reference is made to the copy of
such  document  filed  as  an  exhibit  or  incorporated  by  reference  to  the
Registration Statement or elsewhere. The Registration Statement and the exhibits
may be  inspected  without  charge at the  offices of the  Commission  or copies
obtained at prescribed rates from the public reference section of the Commission
at the address set forth above.

     The Company will provide to each person, including any beneficial owner, to
whom a Prospectus is delivered,  a copy of any or all of the information that is
incorporated  by  reference  into  the  Prospectus  but not  delivered  with the
Prospectus,  upon written or oral request,  at no cost to the person  requesting
it. Please direct all requests to Mr.  Edward  Anchel at Ocean  Bio-Chem,  Inc.,
4041 SW 47 Avenue, Fort Lauderdale, Florida 33314,

     You should rely only on the  information  contained in or  incorporated  by
reference into this  Prospectus.  We have not  authorized  anyone to provide you
with information different from that contained in and specifically  incorporated
by reference  into this  Prospectus.  This  Prospectus is an offer to sell, or a
solicitation of offer to buy shares of Common Stock only in jurisdictions  where
offers and sales are permitted.  The information contained in this Prospectus is
accurate  only as of the  date of this  Prospectus,  regardless  of the  time of
delivery of this Prospectus or any sale of Common Stock.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by us with  the  Securities  and  Exchange
Commission (the  "Commission") are incorporated  herein by reference as of their
respective dates of filing and shall be deemed to be a part hereof:

1. Our Annual Report on Form 10-K for the year ended December 31, 2002;

2. Our Proxy Statement for the Annual Meeting of Shareholders held on June 19,
2003.

3. Our current report on Form 8-K filed on March 14, 2003, current report on
Form 8-K filed on April 14 2003, current report on Form 8-K filed on December
29, 2003.

4. Our quarterly reports on Form 10-Q for the quarters ended March 31, 2003,
June 30, 2003 and September 30, 2003.

                                       4
<PAGE>

5. The description of our Common Stock contained in our Registration Statement
on Form S-18 filed on March 26, 1981, including any amendments or reports filed
for the purpose of updating that description.

6. All documents filed by us pursuant to Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act") subsequent to
the date of this Prospectus and before the termination of this offering shall be
deemed to be incorporated by reference and a part of this Prospectus from the
date on which such documents are filed.

     For purposes of this Prospectus,  any statement in a document  incorporated
or deemed incorporated by reference is modified or superseded to the extent that
a statement in this Prospectus,  or in any subsequently  filed document which is
or is deemed to be  incorporated  by reference,  modifies or supersedes  it. Any
statement so modified or superseded is not, except as so modified or superseded,
to constitute a part of this Prospectus.

                                  RISK FACTORS

     Before you invest in our Common Stock,  you should  consider  carefully the
following risk factors and cautionary  statements,  as well as other information
set forth in and incorporated by reference into this  prospectus.  If any of the
following risks actually occur, our business,  financial condition or results of
operation may suffer.  As a result,  the trading price of our Common Stock could
decline,  and you could lose a substantial  portion of the money you paid to buy
our Common Stock. The risks and uncertainties we describe below are not the only
ones we face.  Additional risks and uncertainties  that we do not currently know
or that we currently  believe to be  immaterial  may also  adversely  affect our
business.

     1. We are engaged in a very competitive  business. We have several national
and regional competitors in the marine market place. The competition is based on
brand  recognition,  price,  service  and the  ability to deliver  products on a
timely basis.

     2. There are many entities in the  automotive  market place,  both national
and  regional  which  compete  with  us.  Many of  these  competitors  are  more
established and have greater financial  resources.  We must compete on the basis
of brand  recognition,  price,  service and the ability to deliver products on a
timely basis with larger and financially stronger competitors.

     3. We also have  competitors  in the  recreational  vehicle  appearance and
maintenance  market.  Our  competitors  are  national  and  regional and we must
compete in a similar manner as our competition the marine market.

     4.  Certain  aspects  of the  company  business,  primarily  in the  marine
industry are greatly  influenced  by the economy and the weather.  A bad economy
directly impacts our sales to the  recreational  boating public and cold weather
delays boating season and has an adverse impact on our sales.

     5. We depend on the delivery of quality  products on a timely basis on both
our own  manufactured  capacity  as well as our third  party  suppliers.  If our
manufacturing  facilities  or any of our  suppliers'  facilities  are  unable to
timely meet demand, the company's sales and reputation would be damaged.

     6. As  manufacturers  of  products,  we are exposed to  products  liability
claims and lawsuits.

     7. We depend upon the continued  services of a small number of  executives,
and the loss of any of those  executives  could create a void in management that
we are unable to fill with a person having appropriate  expertise and experience
with our business.

                                  OUR COMPANY

     We were  organized  on  November  13,  1973  under the laws of the state of
Florida.  We  are  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
within the United States of America and Canada. In addition,  we produce private
label  formulations  of many of our  products  for various  customers as well as
custom  blending and packaging  services of these and other products to customer
specifications.

                                       5
<PAGE>

     Examples of products which we manufacture and market are:

     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,  we
manufacture a line of brushes, poles and tie-downs.

     Automotive:  We  manufacture 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.  We have a line of automotive polishes,  cleaners
and associated 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.

     The  products  are utilized  for  different  types of  vehicles,  boats and
household purposes.

     We  manufacture  the  majority of our products  but we also  contract  with
unrelated  companies to package other products which are manufactured to the our
specifications, using our provided formulas.

     Our 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  Boater's  World.  Our
customers also include distributors who in turn sell our products to specialized
retail outlets for a specific market.

                              SELLING STOCKHOLDERS

     This Prospectus relates to shares of Common Stock that are being registered
for  reoffers and resale by selling  stockholders  who have  acquired  shares of
Common  Stock  pursuant to the Plans.  Some of the selling  stockholders  may be
deemed  "affiliates"  of the  Company.  An  "affiliate"  is  defined  under  the
Securities  Act as "a person that  directly or  indirectly,  through one or more
intermediaries,  controls or is controlled  by, or is under common control with"
Ocean  Bio-Chem,  Inc.  The  selling  stockholders  may resell any or all of the
shares of Common Stock at any time while this Prospectus is effective.

     All  selling  stockholders  have  informed  us of an intent  to sell  their
shares.  The inclusion of the shares of Common Stock in the table below does not
constitute a commitment to sell any shares.

The information in the table below is based on information available to us as of
January 30, 2004.
<TABLE>
<CAPTION>

                                                     Number of                             Number of
                                                   Shares Offered                         Shares Owned
                                                   by the Selling      Number of           after the         Percent of
Name                  Position            Plan     Stockholders(1)     Shares Owned (2)   Offering (3)      Shares Owned
----                  --------            ----     ---------------     ----------------   ------------      ------------
<S>                   <C>                 <C>           <C>               <C>               <C>                <C>
Peter G. Dornau       President, Chief    1991          28,875
                      Executive Officer   1994          17,325            2,774,068         2,727,868          51.69%
                      and Director

Edward Anchel         Vice President-     1991          28,875
                      Finance, Chief      1992          28,875
                      Financial Officer   1994          17,325              236,026           160,951           3.05%
                      and Director

                                       6
<PAGE>

Jeffrey Tieger        Vice President,     1991          28,875
                      Secretary and       1994          17,325              227,980           181,780           3.44%
                      Director

Gregor Dornau                             1991          23,100
                                          1994          17,325              146,541           106,116           2.01%

Jean Paul Kitzinger                       1991          23,100               39,100            16,000            .30%

Jerry Pittman                             1991          28,875
                                          1994          17,325               72,009            25,809            .49%

Gloria Casa                               1994           3,465                9,604             6,139            .12%

Natalie Fino                              1994           3,465                9,307             5,842            .11%

Catherine Niman                           1994          17,325               21,325             4,000            .08%

Madeline Normile                          1994           5,775                5,775              -                 -

Earl Wade                                 1994           9,240               16,165             6,935            .13%

                                                --------------------------------------
</TABLE>

     (1)  Represents  the  number  of shares  purchased  under the Plans by such
person and registered for sale.

     (2) For each  selling  stockholder  this  includes (i) shares of our Common
Stock owned as of January 30, 2004,  (ii) shares of our Common Stock  underlying
options which are  exercisable  within sixty (60) days of January 30, 2004,  and
(iii)  shares of our Common  Stock  underlying  options  granted by the company,
whether or not exercisable as of, or within sixty (60) days of January 30, 2004.

     (3) Assumes the sale of all shares eligible to be sold.

                              PLAN OF DISTRIBUTION

     The selling stockholders may sell registered Shares in any of the following
ways:

     -- through dealers;

     -- through agents; or

     -- directly to one or more purchasers.

     The  distribution of the Shares may be effected from time to time in one or
more transactions (which may involve crosses or block transactions):

     -- on the NASDAQ in transactions pursuant to and in accordance with the
        rules of such exchange;

     -- in the over-the-counter market; or

     -- in transactions other than on such exchange or in the over-the-counter
market, or a combination of such transactions.

     Any such  transaction  may be effected at market  prices  prevailing at the
time of sale, at prices related to such prevailing  market prices, at negotiated
prices or at fixed prices. The selling stockholders may effect such transactions
by selling  Shares to or through  broker-dealers,  and such  broker-dealers  may
receive  compensation in the form of discounts,  concessions or commissions from
the selling  stockholders  and/or commissions from purchasers of Shares for whom
they may act as agent. The selling stockholders and any broker-dealers or agents
that  participate  in the  distribution  of Shares by them might be deemed to be
underwriters, and any discounts, commissions or concessions received by any such
broker-dealers  or  agents  might be  deemed to be  underwriting  discounts  and
commissions,  under  the  Securities  Act.  Affiliates  of one or  more  selling
stockholders  may act as principal or agent in connection with the offer or sale
of Shares by the selling stockholders.

                                       7
<PAGE>


                                 USE OF PROCEEDS

The Company will not receive any of the proceeds from the reoffer and resale of
the Shares by the selling stockholders.

                                    EXPENSES

     All expenses of this offering,  including the expenses of the  registration
of the Shares of Common Stock offered by the selling stockholders, will be borne
by us. It is  estimated  that the total  amount of such  expense will not exceed
$15,000.00.


                                     EXPERTS

     The financial  statements  incorporated  in this Prospectus by reference to
the Annual  Report on Form 10-K for the year ended  December  31, 2002 have been
audited by Berkovits,  Lago and Company,  LLP, and have been so  incorporated in
reliance  on the  report  of  Berkovits,  Lago  and  Company,  LLP,  independent
accountants,  given on the  authority  of said firm as experts in  auditing  and
accounting.

                       CERTAIN FORWARD-LOOKING STATEMENTS

     Except  for  any  historical  information  contained  herein,  the  matters
discussed in this Prospectus contain certain "forward-looking statements" within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.  These
statements  relate  to  analyses  and  other  information,  which  are  based on
forecasts of future results and estimates of amounts not yet determinable. These
statements also relate to our future  prospects,  future financial  performance,
developments and business strategies.

     In some instances, these forward-looking statements are identified by their
use of terms and phrases such as "anticipate,"  "believe," "could,"  "estimate,"
"expect,"  "intend,"  "may," "plan,"  "predict,"  "project,"  "will" and similar
terms  and  phrases,   including   references  to   assumptions.   Some  of  the
forward-looking statements appear in the sections entitled "Risk Factors," "Plan
of  Distribution  and  "Selling   Shareholders";   and  elsewhere   included  or
incorporated by reference into the Prospectus.

     Forward-looking statements are only predications.  Although we believe that
our  plans,  intentions  and  expectations  reflected  in or  suggested  by such
forward-looking statements are reasonable, we cannot assure you that such plans,
intentions or expectations will be achieved.  Important factors that could cause
actual results to differ materially from our forward-looking statements include,
among  others,  the  risks  outlined  in the  "Risk  Factors"  section  of  this
Prospectus, economic downturns; terrorist acts upon the United States; threat of
or actual war;  unfavorable  weather  conditions;  our ability to integrate  and
successfully  operate  future   acquisitions;   and  other  future  events.  All
forward-looking  statements  attributable  to us or any  persons  acting  on our
behalf are expressly qualified in their entirety by these cautionary statements.

     If  one  or  more  of  these  risks  or  uncertainties  materialize,  or if
underlying  assumptions prove incorrect,  our actual results may vary materially
from those expected, estimated or projected. Given these uncertainties, users of
the information included in this Prospectus, including investors and prospective
investors,  are  cautioned not to place undue  reliance on such  forward-looking
statements.  We will not update these  forward-looking  statements,  even if new
information,  future events or other  circumstances  have made them incorrect or
misleading.

                                       8
<PAGE>

         INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS

     Pursuant  to Section  607.0831  of the  Florida  Business  Corporation  Act
("FBCA") the Company's  officers and directors are not personally  liable to the
Company or any person for action  taken by them  unless the  officer or director
commits certain  violations or engages in certain  improper conduct set forth in
FBCA Section 607.0850. In addition, FBCA Section 607.0850 permits the Company to
indemnify its officers and directors,  and the Company's bylaws provide that the
Company  shall  indemnify  its officers and  directors  and former  officers and
directors to the full extent  permitted by law. Insofar as  indemnification  for
liabilities  arising  under  the  Securities  Act of  1933  ("the  Act")  may be
permitted to directors,  officers and controlling  persons of the small business
issuer pursuant to the foregoing  provisions,  or otherwise,  the small business
issuer has been  advised  that in the  opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

                    INFORMATION REQUIRED IN 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *The information required by Items 1 and 2 of Form S-8 is omitted from this
Registration  Statement  in  accordance  with the Note to Part I of Form S-8 and
Rule  428  promulgated  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission are incorporated herein by Reference with this Registration
Statement:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2002. 2. The Company's  Proxy  Statement for the Annual Meeting of  Shareholders
held on June 19, 2003. 3. The Company's  Quarterly Reports on Forms 10-Q for the
quarters  ended March 31, 2003,  June 30, 2003 and  September  30, 2003.  4. The
Company's  Current Reports on Forms 8-K dated December 12, 2003,  April 14, 2003
and March 14, 2003.  5. The  description  of our Common  Stock  contained in our
Registration  Statement  on  Form  S-18  filed  on  March  26,  1981,  including
amendments and reports filed updating that description.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement  contained herein, or in a subsequently
filed document  incorporated  by reference  herein,  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or  superseded,  to constitute  part of this  Registration
Statement.

Item 4.  Description of Securities.

     The Company is authorized to issue up to 10,000,000 shares of Common Stock,
par value  $.01 per  share.  The  holders  of such  shares  of Common  Stock are
entitled  to one (1) vote for each  share held as of a record  date for  matters
submitted to a vote of shareholders.  There is no cumulative voting for election
of  directors.  Holders of Common  Stock are  entitled  to receive  ratably  any
dividends  declared by the Board of  Directors  out of funds  legally  available
therefore,  and, upon a liquidation,  dissolution,  or winding up of the Company
are  entitled  to  share  ratably  in all  assets  remaining  after  payment  of
liabilities and payment of accrued  dividends,  if any.  Holders of Common Stock
have no  pre-emptive  rights and have no rights to convert their Common Stock to
any other securities.  The outstanding  Common Stock is, and the Common Stock to
be outstanding  upon completion of this offering will be, validly issued,  fully
paid and non-assessable.

                                       9
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

     Validity of the Common Stock offered hereby and certain other legal matters
will be passed upon for the Company by Berger  Singerman,  Attorneys at Law, 350
East Las Olas  Boulevard,  Suite  1000,  Fort  Lauderdale,  Florida  33301.  Mr.
Schneider,  a director  of the  Company,  and the holder of options to  purchase
20,000 shares of the Company's Stock, is a shareholder of Berger Singerman.

     The  Financial  Statements  of the Company as of December 31, 2002 and 2001
and for the  years  ended  December  31,  2002,  2001 and 2000  which  have been
incorporated  herein by  reference  to the Form 10-K of the Company were audited
by, and filed in reliance upon the report of Berkovits,  Lago and Company,  LLP,
Certified  Public   Accountants,   8211  West  Broward  Boulevard,   Suite  340,
Plantation, Florida 33324.

Item 6.  Indemnification of Directors and Officers.

     FLORIDA BUSINESS  CORPORATION ACT. Section 607.0831 of the Florida Business
Corporation  Act (the "Florida  Act") provides that a director is not personally
liable for monetary  damages to the corporation or any person for any statement,
vote, decision or failure to act regarding corporate  management or policy, by a
director, unless: (a) the director breached or failed to perform his duties as a
director;  and (b) the director's breach of, or failure to perform, those duties
constitutes:  (i) a violation of criminal law unless the director had reasonable
cause to believe his conduct  was lawful or had no  reasonable  cause to believe
his conduct was unlawful;  (ii) a transaction from which the director derived an
improper personal benefit,  either directly or indirectly;  (iii) a circumstance
under  which the  director  is liable for an  improper  distribution;  (iv) in a
proceeding  by or in the right of the  corporation  to procure a judgment in its
favor or by or in the right of a shareholder,  conscious  disregard for the best
interests of the corporation,  or willful misconduct;  or (v) in a proceeding by
or in the  right  of  someone  other  than  the  corporation  or a  shareholder,
recklessness  or an act or  omission  which was  committed  in bad faith or with
malicious  purpose or in a manner  exhibiting  wanton and willful  disregard  of
human rights, safety or property.

     Section 607.0850 of the Florida Act provides that a corporation  shall have
the power to indemnify any person who was or is a party to any proceeding (other
than an action by, or in the right of, the  corporation),  by reason of the fact
that he is or was a director,  officer or  employee or agent of the  corporation
against  liability  incurred in connection  with such  proceeding if he acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best interests of the  corporation  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe his conduct was  unlawful.
Section  607.0850  also  provides  that a  corporation  shall  have the power to
indemnify any person who was or is a party to any proceeding by, or in the right
of, the  corporation  to  procure a judgment  in its favor by reason of the fact
that he is or was a director,  officer,  employee  or agent of the  corporation,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof.

     Section  607.0850  further  provides  that  such   indemnification  may  be
authorized  if such  person  acted in good  faith and in a manner he  reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation,
except that no indemnification  shall be made under this provision in respect of
any claim,  issue, or matter as to which such person shall have been adjudged to
be  liable  unless,  and only to the  extent  that,  the  court  in  which  such
proceeding  was  brought,  or any other court of competent  jurisdiction,  shall
determine upon application that,  despite the adjudication of liability,  but in
view of all  circumstances  of the case,  such  person is fairly and  reasonably
entitled to  indemnity  for such  expenses  which such court shall deem  proper.
Section 607.0850  further provides that to the extent that a director,  officer,
employee or agent has been  successful  on the merits or otherwise in defense of
any of the foregoing  proceedings,  or in defense of any claim,  issue or matter
therein,  he shall be  indemnified  against  expenses  actually  and  reasonably
incurred  by  him  in  connection   therewith.   Under  Section  607.0850,   any
indemnification   under  the  foregoing   provisions,   unless   pursuant  to  a
determination by a court, shall be made by the corporation only as authorized in
the specific case upon a determination that the indemnification of the director,
officer,  employee or agent is proper under the circumstances because he has met
the  applicable  standard of conduct.  In  addition  to the  foregoing,  Section
607.0850 permits a corporation  further to indemnify such persons by other means

                                       10
<PAGE>
unless a judgment or other final  adjudication  establishes  that such  person's
actions or omissions which were material to the cause of action constitute (1) a
crime (unless such person had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe it unlawful), (2) a transaction from which
he derived an improper  personal  benefit,  (3) a  transaction  in  violation of
Florida  Statutes  607.0834  (unlawful  distributions to  shareholders),  or (4)
willful  misconduct  or  conscious  disregard  for  the  best  interests  of the
corporation  in a proceeding by or in the right of the  corporation to procure a
judgment in its favor or in a  proceeding  by or in the right of a  shareholder.
Notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite any contrary  determination  by the  corporation  in a specific  case, a
director, officer, employee or agent of the corporation who is or was a party to
a proceeding may apply for  indemnification  to the  appropriate  court and such
court may order indemnification if it determines that such person is entitled to
indemnification under the applicable standard.

     Section  607.0850 also provides that a corporation  shall have the power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee or agent of the corporation  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under the provisions of Section 607.0850.

     BY-LAWS.  The  Registrant's  by-laws  provide that it shall  indemnify  its
officers and  directors  and former  officers  and  directors to the full extent
permitted by law.

     DIRECTOR AND OFFICER LIABILITY  INSURANCE.  The Registrant's  directors and
officers are covered by insurance  policies  indemnifying  them against  certain
liabilities, including liabilities under the federal securities laws (other than
liability  under Section 16(b) of the Exchange Act),  which might be incurred by
them in such capacities.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

     4(a) Ocean Bio-Chem,  Inc. 1991 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     4(b) Ocean Bio-Chem,  Inc. 1992 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     4(c) Ocean Bio-Chem,  Inc. 1994 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     23(a) Consent of Berkovits, Lago and Company, LLP.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  Prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended (the "Securities Act").

     (ii) To reflect in the  Prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration Statement.

                                       11
<PAGE>

     (iii) To include  any  additional  or  changed  material  information  with
respect to the plan of distribution not previously disclosed in the Registration
Statement;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
information  required to be included in a post-effective  amendment is contained
in periodic  reports filed with or furnished to the Commission by the Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

     2. That, for the purpose of determining  any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     3. To remove from  registration by means of a post-effective  amendment any
of the securities  being  registered  which remain unsold at the  termination of
this offering.

     4. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Lauderdale, State of Florida, on this 2nd day of
February, 2004.
                              OCEAN BIO-CHEM, INC.

                                            By:  /s/ Peter G. Dornau
                                                 ------------------------------
                                                 Peter G. Dornau, President and
                                                 Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
this 2nd day of February, 2004.

Signature                                   Title
---------                                   ------------

(a)  Chief Executive Officer


/s/ Peter G. Dornau                         President, Chairman of the Board,
-------------------                         Chief Executive Officer and Director
Peter G. Dornau


(b)  Chief Financial Officer


/s/ Edward Anchel
-------------------                         Vice President-Finance, Chief
Edward Anchel                               Financial Officer and Director

                                       12
<PAGE>

(c)  Directors


/s/ Peter G. Dornau                         Director
-------------------
Peter G. Dornau

/s/ Edward Anchel                           Director
Edward Anchel

/s/ Jeffrey Tieger
-------------------                         Director
Jeffrey Tieger

/s/ Laz L. Schneider                        Director
-------------------
Laz L. Schneider

/s/ James Kolisch
-------------------                         Director
James Kolisch

/s/ John B. Turner                          Director
-------------------
John B. Turner

/s/ Sonia B. Beard                          Director
-------------------
Sonia B. Beard

     Pursuant to the  requirements  of the  Securities Act of 1933, the Trustees
(or other persons who  administer  the employee  benefits plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf  by the  undersigned
thereunto duly  authorized in the City of Fort  Lauderdale,  State of Florida on
this 2nd day of February, 2004.

                                   Ocean Bio-Chem, Inc. 1991 Incentive Stock
                                   Option Plan

                                                        By:/s/ Peter G. Dornau
                                                        ------------------------
                                                        Peter G. Dornau, Trustee

                                                        By:/s/ Edward Anchel
                                                        ------------------------
                                                        Edward Anchel, Trustee

                                   Ocean Bio-Chem, Inc. 1992 Incentive Stock
                                   Option Plan

                                                        By:/s/ Peter G. Dornau
                                                        ------------------------
                                                        Peter G. Dornau, Trustee

                                                        By:/s/ Edward Anchel
                                                        ------------------------
                                                        Edward Anchel, Trustee

                                   Ocean Bio-Chem, Inc. 1994 Incentive Stock
                                   Option Plan

                                                        By:/s/ Peter G. Dornau
                                                        ------------------------
                                                        Peter G. Dornau, Trustee

                                                        By:/s/ Edward Anchel
                                                        ------------------------
                                                        Edward Anchel, Trustee


                                       13
<PAGE>


                                  Exhibit Index

Exhibit
Number

     4(a) Ocean Bio-Chem,  Inc. 1991 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     4(b) Ocean Bio-Chem,  Inc. 1992 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     4(c) Ocean Bio-Chem,  Inc. 1994 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     23(a) Consent of Berkovits, Lago and Company, LLP.


























                                       14
<PAGE>




Exhibit 23(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby  consent to the  incorporation  by reference  in Ocean  Bio-Chem,
Inc.'s 1991 Incentive  Stock Option Plan,  1992 Incentive Stock Option Plan, and
1994  Incentive  Stock Option Plan's  Registration  Statement on Form S-8 of our
report dated March 7, 2003  relating to the  consolidated  financial  statements
which appear in Ocean  Bio-Chem,  Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2002,  filed with the Securities and Exchange  Commission and
to all references to our firm included in this Registration  Statement.  We also
consent to the reference to us under the heading  "Experts" in such Registration
Statement.

BERKOVITS, LAGO AND COMPANY, LLP
Plantation, Florida,
January 30, 2004


                                POWER OF ATTORNEY

               For Registration Statement of Ocean Bio-Chem, Inc.

     KNOW BY THESE PRESENTS, That each of the undersigned directors and officers
of Ocean Bio-Chem,  Inc., a Florida corporation (the "Company"),  which proposes
to file with the  Securities  and Exchange  Commission,  Washington,  DC ("SEC")
under the provisions of the  Securities  Act of 1933, as amended (the "Act"),  a
new  S-8  Registration  Statement  and  one or  more  post-effective  amendments
("Registration  Documents")  to register  under said Act an  additional  316,470
shares of the  Common  Stock of the  Company to be used in  connection  with the
Company's  Plan,  hereby  constitutes  and appoints  Edward  Anchel his true and
lawful attorney-in-fact and agent, with full power to act as his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Registration Documents and to file the same with all
exhibits thereto and any and all other documents in connection  therewith,  with
the SEC,  hereby  granting unto said  attorney-in-fact  and agent full power and
authority to do and perform any and all acts and things  requisite and necessary
to be done in and about the premises as fully and to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hand this2nd day of
February, 2004.

Signatures                     Titles
-------------------            ----------

/s/ Peter G. Dornau            President, Chief Executive Officer and Director
-------------------
Peter G. Dornau

/s/ Edward Anchel              Vice President-Finance, Chief Financial Officer
Edward Anchel                  and Director

/s/ Jeffrey Tieger             Vice President, Secretary and Director
------------------
Jeffrey Tieger

/s/ Laz L. Schneider           Director
--------------------
Laz L.Schneider

/s/ James Kolisch              Director
James Kolisch

/s/ John B. Turner             Director
------------------
John B. Turner

/s/ Sonia B. Beard             Director
------------------
Sonia B. Beard

                                       15
[{"type": "S-8", "sequence": "1", "filename": "form-s80204.txt", "description": "1991, 1992 AND 1994 STOCK OPTIONS", "secsgml_size_bytes": 54125}]
{"company-data": {"conformed-name": "OCEAN BIO CHEM INC", "cik": "0000350737", "assigned-sic": "2842", "irs-number": "591564329", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112440", "film-number": "04561581"}, "business-address": {"street1": "4041 SW 47TH AVE", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33314", "phone": "9545876280"}, "mail-address": {"street1": "4041 SW 47TH AVE", "city": "FT LAUDERDALE", "state": "FL", "zip": "33028"}, "former-company": {"former-conformed-name": "STAR BRITE CORP", "date-changed": "19841204"}}
As filed with the Securities and Exchange Commission on February 2, 2004
                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              OCEAN BIO-CHEM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        FLORIDA                                                  59-1564329
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                4041 SW 47 Avenue, Fort Lauderdale, Florida 33314
                    (Address of Principal Executive Offices)
                         -------------------------------

                           Peter G. Dornau, President
                              Ocean Bio-Chem, Inc.
                                4041 SW 47 Avenue
                         Fort Lauderdale, Florida 33314
                     (Name and Address of Agent for Service)

                                 (954) 587-6280
          (Telephone Number, including Area Code of Agent for Service)

with a copy to Laz L. Schneider, Esq., Berger Singerman, 350 East Las Olas
Boulevard, Fort Lauderdale, Florida 33301

                         CALCULATION OF REGISTRATION FEE
               --------------------------------------------------
Title of                                    Proposed         Proposed
 Securities                  Amount            Maximum          Maximum          Amount of
    to be                     to be         Offering Price     Aggregate        Registration
 Registered                Registered(1)     Per Share(2)     Market Price          Fee
--------------------------------------------------------------------------------------------

Ocean Bio-Chem, Inc.
$.01 par value             316,470          $1.73             $553,823          $71.00
Common Stock
--------------------------------------------------------------------------------------------
(1) This  Registration  Statement  also  registers the offer and sale of an
indeterminate number of additional shares of Common Stock of the Registrant that
may be issuable as a result of stock splits, stock dividends, recapitalizations,
mergers, reorganizations, combinations or exchanges of shares or other similar
events.

     (2)  Estimated  solely  for the  purpose of  calculating  the amount of the
Registration Fee pursuant to Rule 457,  promulgated  under the Securities Act of
1933, as amended, and based on the average high and low sales price of the Ocean
Bio-Chem, Inc. Common Stock on January 30, 2004.

     THIS  REGISTRATION  STATEMENT  SHALL BECOME  EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") IN ACCORDANCE WITH SECTION
8(A)  OF THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND  RULES  456  AND  462
PROMULGATED THEREUNDER.

                                     PART I

                                EXPLANATORY NOTE

     Ocean  Bio-Chem,  Inc.  ("we," "us" or the  "Company")  has  prepared  this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities  Act of 1933,  as amended (the "Act"),  to register  shares of Common
Stock,  $.01 par  value,  of the  Company  issued to  employees  of the  Company
pursuant to the Company's 1991 Incentive Stock Option Plan, 1992 Incentive Stock
Option Plan and 1994 Incentive Stock Option Plan (the "Plans").

     This Registration  Statement  contains two parts. The first part contains a
reoffer  Prospectus  prepared in accordance  with the  requirements of Part I of
Form S-3  pursuant to Section C of the  General  Instructions  to Form S-8.  The
reoffer  Prospectus may be used for  reofferings  and resales on a continuous or
delayed  basis in the future of "control  securities"  which have been or may be
issued  pursuant to the Plan to employees  of the Company who may be  considered
affiliates as defined by Rule 405 under the Act.

     The  second  part  contains   "Information  Required  in  the  Registration
Statement"  pursuant  to Part II of Form S-8.  Pursuant to the Note to Part I of
Form S-8, the information  relating to the Plan specified by Part I is not filed
with the Securities and Exchange  Commission (the  "Commission"),  but documents
containing such  information have been or will be sent or given to employees and
directors as specified by Rule 428(b)(1).  Such  document(s) are not being filed
with the  Commission but constitute  (along with the documents  incorporated  by
reference into the Registration  Statement pursuant to Item 3 of Part II hereof)
a Prospectus that meets the requirements of Section 10(a) of the Act.

     The Company is a "small business  issuer" as defined in Regulation S-B, and
the disclosures made herein comply with the requirements of Regulation S-B.

                                   PROSPECTUS

                              Ocean Bio-Chem, Inc.

                  316,470 Shares Common Stock ($.01 par value)
                             ----------------------

     Certain  of our  stockholders  are  using  this  Prospectus  to offer up to
316,470  shares of our Common  Stock,  $.01 par value (the  "Shares")  that they
received  from us pursuant to the Ocean  Bio-Chem,  Inc.  1991  Incentive  Stock
Option Plan, the Ocean  Bio-Chem,  Inc. 1992 Incentive Stock Option Plan and the
Ocean  Bio-Chem,  Inc.  1994  Incentive  Stock  Option Plan  (collectively,  the
"Plans").  Some of these  stockholders  may be considered our  "affiliates,"  as
defined in Rule 405 under the Securities Act of 1933, as amended.

                                       2
We expect that sales made pursuant to this Prospectus will be made:

     -- in broker's transactions;

     -- in transactions directly with market makers; or

     -- in negotiated sales or otherwise.

     The selling  stockholders  will determine when they will sell their Shares,
and in all cases they will sell their  Shares at the current  market price or at
prices negotiated at the time of the sale. We will not receive any proceeds from
these  sales,  although  we have  received  cash from the sale of the  Shares to
selling  shareholders who exercised  options received under the Plans to acquire
the Shares.  All expenses incurred in connection with the preparation and filing
of this Prospectus and related Registration Statement are being borne by us.

     The brokers and dealers the selling  stockholders  utilize in selling these
Shares  may  receive  compensation  in  the  form  of  underwriting   discounts,
concessions,  or commissions  from the sellers or purchasers of the Shares.  Any
compensation may exceed customary commissions.  The selling stockholders and the
brokers and dealers they utilize may be deemed to be  "underwriters"  within the
meaning of the  securities  laws, and any  commissions  received and any profits
realized  by them on the sale of Shares  may be  considered  to be  underwriting
compensation.

     The  Shares are listed on the  NASDAQ  under the  symbol  "OCBI."  The last
reported  sale price of the Shares as  reported on NASDAQ was $1.72 per share on
January 30, 2004.

     Our  principal  executive  offices are  located at 4041 SW 47 Avenue,  Fort
Lauderdale, Florida 33314, our telephone number is (954) 587-6280.
                             ----------------------

     This investment involves risks. See the "Risk Factors" section beginning on
page 9.

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

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has approved or  disapproved  of the  securities  or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.

                   This Prospectus is dated February 2, 2004.

TABLE OF CONTENTS
                                                     Page
                                                     -----
Available Information                                  4
Incorporation of Certain Documents
     by Reference                                     4-5
Risk Factors                                           5
Our Company                                           5-6
Selling Stockholders                                  6-7
Plan of Distribution                                   7
Use of Proceeds                                        8
Expenses                                               8
Experts                                                8
Certain Forward-Looking Statements                     8

     This Prospectus contains  information  concerning the Company, but does not
contain all of the information set forth in the  Registration  Statement and its
Exhibits,  which  the  Company  has  filed  with  the  Securities  and  Exchange
Commission,  Washington, D.C., under the Securities Act of 1933, as amended, and
to which reference is made.

                                       3
No dealer,  salesperson  or other  person has been  authorized  to give any
information or to make any  representation not contained in this Prospectus and,
if given or made, such information or representation  must not be relied upon as
having been  authorized by the Company.  This  Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any  jurisdiction  to any person to whom it is  unlawful  to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made under this Prospectus shall under any circumstances, create any implication
that there have not been changes in the affairs of the Company since the date of
this Prospectus.

                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance  with the
Exchange Act we are required to file  periodic  reports,  proxy  statements  and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  Such reports, proxy statements and other information filed by us
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549 at the
prescribed  rates.  The  Commission  also maintains a site on the World Wide Web
that contains  reports,  proxy and information  statements and other information
regarding  registrants  that file  electronically.  The  address of that site is
http://www.sec.gov.  The public may obtain  information  on the operation of the
Public Reference Room by calling 1-800-SEC-0330.

     This  Prospectus  omits  certain  of  the  information   contained  in  the
Registration  Statement of which this  Prospectus  is a part (the  "Registration
Statement"),  covering  Shares  offered under this  Prospectus.  Pursuant to the
Securities Act, the Registration  Statement is on file with the Commission.  For
further  information  with  respect  to us and the  Shares  offered  under  this
Prospectus,  reference  is made to the  Registration  Statement,  including  the
exhibits  incorporated  therein  by  reference  or filed  therewith.  Statements
contained in this  Prospectus  concerning the provisions of any document are not
necessarily  complete  and, in each  instance,  reference is made to the copy of
such  document  filed  as  an  exhibit  or  incorporated  by  reference  to  the
Registration Statement or elsewhere. The Registration Statement and the exhibits
may be  inspected  without  charge at the  offices of the  Commission  or copies
obtained at prescribed rates from the public reference section of the Commission
at the address set forth above.

     The Company will provide to each person, including any beneficial owner, to
whom a Prospectus is delivered,  a copy of any or all of the information that is
incorporated  by  reference  into  the  Prospectus  but not  delivered  with the
Prospectus,  upon written or oral request,  at no cost to the person  requesting
it. Please direct all requests to Mr.  Edward  Anchel at Ocean  Bio-Chem,  Inc.,
4041 SW 47 Avenue, Fort Lauderdale, Florida 33314,

     You should rely only on the  information  contained in or  incorporated  by
reference into this  Prospectus.  We have not  authorized  anyone to provide you
with information different from that contained in and specifically  incorporated
by reference  into this  Prospectus.  This  Prospectus is an offer to sell, or a
solicitation of offer to buy shares of Common Stock only in jurisdictions  where
offers and sales are permitted.  The information contained in this Prospectus is
accurate  only as of the  date of this  Prospectus,  regardless  of the  time of
delivery of this Prospectus or any sale of Common Stock.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by us with  the  Securities  and  Exchange
Commission (the  "Commission") are incorporated  herein by reference as of their
respective dates of filing and shall be deemed to be a part hereof:

1. Our Annual Report on Form 10-K for the year ended December 31, 2002;

2. Our Proxy Statement for the Annual Meeting of Shareholders held on June 19,
2003.

3. Our current report on Form 8-K filed on March 14, 2003, current report on
Form 8-K filed on April 14 2003, current report on Form 8-K filed on December
29, 2003.

4. Our quarterly reports on Form 10-Q for the quarters ended March 31, 2003,
June 30, 2003 and September 30, 2003.

                                       4
5. The description of our Common Stock contained in our Registration Statement
on Form S-18 filed on March 26, 1981, including any amendments or reports filed
for the purpose of updating that description.

6. All documents filed by us pursuant to Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act") subsequent to
the date of this Prospectus and before the termination of this offering shall be
deemed to be incorporated by reference and a part of this Prospectus from the
date on which such documents are filed.

     For purposes of this Prospectus,  any statement in a document  incorporated
or deemed incorporated by reference is modified or superseded to the extent that
a statement in this Prospectus,  or in any subsequently  filed document which is
or is deemed to be  incorporated  by reference,  modifies or supersedes  it. Any
statement so modified or superseded is not, except as so modified or superseded,
to constitute a part of this Prospectus.

                                  RISK FACTORS

     Before you invest in our Common Stock,  you should  consider  carefully the
following risk factors and cautionary  statements,  as well as other information
set forth in and incorporated by reference into this  prospectus.  If any of the
following risks actually occur, our business,  financial condition or results of
operation may suffer.  As a result,  the trading price of our Common Stock could
decline,  and you could lose a substantial  portion of the money you paid to buy
our Common Stock. The risks and uncertainties we describe below are not the only
ones we face.  Additional risks and uncertainties  that we do not currently know
or that we currently  believe to be  immaterial  may also  adversely  affect our
business.

     1. We are engaged in a very competitive  business. We have several national
and regional competitors in the marine market place. The competition is based on
brand  recognition,  price,  service  and the  ability to deliver  products on a
timely basis.

     2. There are many entities in the  automotive  market place,  both national
and  regional  which  compete  with  us.  Many of  these  competitors  are  more
established and have greater financial  resources.  We must compete on the basis
of brand  recognition,  price,  service and the ability to deliver products on a
timely basis with larger and financially stronger competitors.

     3. We also have  competitors  in the  recreational  vehicle  appearance and
maintenance  market.  Our  competitors  are  national  and  regional and we must
compete in a similar manner as our competition the marine market.

     4.  Certain  aspects  of the  company  business,  primarily  in the  marine
industry are greatly  influenced  by the economy and the weather.  A bad economy
directly impacts our sales to the  recreational  boating public and cold weather
delays boating season and has an adverse impact on our sales.

     5. We depend on the delivery of quality  products on a timely basis on both
our own  manufactured  capacity  as well as our third  party  suppliers.  If our
manufacturing  facilities  or any of our  suppliers'  facilities  are  unable to
timely meet demand, the company's sales and reputation would be damaged.

     6. As  manufacturers  of  products,  we are exposed to  products  liability
claims and lawsuits.

     7. We depend upon the continued  services of a small number of  executives,
and the loss of any of those  executives  could create a void in management that
we are unable to fill with a person having appropriate  expertise and experience
with our business.

                                  OUR COMPANY

     We were  organized  on  November  13,  1973  under the laws of the state of
Florida.  We  are  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
within the United States of America and Canada. In addition,  we produce private
label  formulations  of many of our  products  for various  customers as well as
custom  blending and packaging  services of these and other products to customer
specifications.

                                       5
Examples of products which we manufacture and market are:

     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,  we
manufacture a line of brushes, poles and tie-downs.

     Automotive:  We  manufacture 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.  We have a line of automotive polishes,  cleaners
and associated 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.

     The  products  are utilized  for  different  types of  vehicles,  boats and
household purposes.

     We  manufacture  the  majority of our products  but we also  contract  with
unrelated  companies to package other products which are manufactured to the our
specifications, using our provided formulas.

     Our 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  Boater's  World.  Our
customers also include distributors who in turn sell our products to specialized
retail outlets for a specific market.

                              SELLING STOCKHOLDERS

     This Prospectus relates to shares of Common Stock that are being registered
for  reoffers and resale by selling  stockholders  who have  acquired  shares of
Common  Stock  pursuant to the Plans.  Some of the selling  stockholders  may be
deemed  "affiliates"  of the  Company.  An  "affiliate"  is  defined  under  the
Securities  Act as "a person that  directly or  indirectly,  through one or more
intermediaries,  controls or is controlled  by, or is under common control with"
Ocean  Bio-Chem,  Inc.  The  selling  stockholders  may resell any or all of the
shares of Common Stock at any time while this Prospectus is effective.

     All  selling  stockholders  have  informed  us of an intent  to sell  their
shares.  The inclusion of the shares of Common Stock in the table below does not
constitute a commitment to sell any shares.

The information in the table below is based on information available to us as of
January 30, 2004.
Number of                             Number of
                                                   Shares Offered                         Shares Owned
                                                   by the Selling      Number of           after the         Percent of
Name                  Position            Plan     Stockholders(1)     Shares Owned (2)   Offering (3)      Shares Owned
----                  --------            ----     ---------------     ----------------   ------------      ------------
Peter G. Dornau       President, Chief    1991          28,875
                      Executive Officer   1994          17,325            2,774,068         2,727,868          51.69%
                      and Director

Edward Anchel         Vice President-     1991          28,875
                      Finance, Chief      1992          28,875
                      Financial Officer   1994          17,325              236,026           160,951           3.05%
                      and Director

                                       6
Jeffrey Tieger        Vice President,     1991          28,875
                      Secretary and       1994          17,325              227,980           181,780           3.44%
                      Director

Gregor Dornau                             1991          23,100
                                          1994          17,325              146,541           106,116           2.01%

Jean Paul Kitzinger                       1991          23,100               39,100            16,000            .30%

Jerry Pittman                             1991          28,875
                                          1994          17,325               72,009            25,809            .49%

Gloria Casa                               1994           3,465                9,604             6,139            .12%

Natalie Fino                              1994           3,465                9,307             5,842            .11%

Catherine Niman                           1994          17,325               21,325             4,000            .08%

Madeline Normile                          1994           5,775                5,775              -                 -

Earl Wade                                 1994           9,240               16,165             6,935            .13%

                                                --------------------------------------
(1)  Represents  the  number  of shares  purchased  under the Plans by such
person and registered for sale.

     (2) For each  selling  stockholder  this  includes (i) shares of our Common
Stock owned as of January 30, 2004,  (ii) shares of our Common Stock  underlying
options which are  exercisable  within sixty (60) days of January 30, 2004,  and
(iii)  shares of our Common  Stock  underlying  options  granted by the company,
whether or not exercisable as of, or within sixty (60) days of January 30, 2004.

     (3) Assumes the sale of all shares eligible to be sold.

                              PLAN OF DISTRIBUTION

     The selling stockholders may sell registered Shares in any of the following
ways:

     -- through dealers;

     -- through agents; or

     -- directly to one or more purchasers.

     The  distribution of the Shares may be effected from time to time in one or
more transactions (which may involve crosses or block transactions):

     -- on the NASDAQ in transactions pursuant to and in accordance with the
        rules of such exchange;

     -- in the over-the-counter market; or

     -- in transactions other than on such exchange or in the over-the-counter
market, or a combination of such transactions.

     Any such  transaction  may be effected at market  prices  prevailing at the
time of sale, at prices related to such prevailing  market prices, at negotiated
prices or at fixed prices. The selling stockholders may effect such transactions
by selling  Shares to or through  broker-dealers,  and such  broker-dealers  may
receive  compensation in the form of discounts,  concessions or commissions from
the selling  stockholders  and/or commissions from purchasers of Shares for whom
they may act as agent. The selling stockholders and any broker-dealers or agents
that  participate  in the  distribution  of Shares by them might be deemed to be
underwriters, and any discounts, commissions or concessions received by any such
broker-dealers  or  agents  might be  deemed to be  underwriting  discounts  and
commissions,  under  the  Securities  Act.  Affiliates  of one or  more  selling
stockholders  may act as principal or agent in connection with the offer or sale
of Shares by the selling stockholders.

                                       7
USE OF PROCEEDS

The Company will not receive any of the proceeds from the reoffer and resale of
the Shares by the selling stockholders.

                                    EXPENSES

     All expenses of this offering,  including the expenses of the  registration
of the Shares of Common Stock offered by the selling stockholders, will be borne
by us. It is  estimated  that the total  amount of such  expense will not exceed
$15,000.00.

                                     EXPERTS

     The financial  statements  incorporated  in this Prospectus by reference to
the Annual  Report on Form 10-K for the year ended  December  31, 2002 have been
audited by Berkovits,  Lago and Company,  LLP, and have been so  incorporated in
reliance  on the  report  of  Berkovits,  Lago  and  Company,  LLP,  independent
accountants,  given on the  authority  of said firm as experts in  auditing  and
accounting.

                       CERTAIN FORWARD-LOOKING STATEMENTS

     Except  for  any  historical  information  contained  herein,  the  matters
discussed in this Prospectus contain certain "forward-looking statements" within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.  These
statements  relate  to  analyses  and  other  information,  which  are  based on
forecasts of future results and estimates of amounts not yet determinable. These
statements also relate to our future  prospects,  future financial  performance,
developments and business strategies.

     In some instances, these forward-looking statements are identified by their
use of terms and phrases such as "anticipate,"  "believe," "could,"  "estimate,"
"expect,"  "intend,"  "may," "plan,"  "predict,"  "project,"  "will" and similar
terms  and  phrases,   including   references  to   assumptions.   Some  of  the
forward-looking statements appear in the sections entitled "Risk Factors," "Plan
of  Distribution  and  "Selling   Shareholders";   and  elsewhere   included  or
incorporated by reference into the Prospectus.

     Forward-looking statements are only predications.  Although we believe that
our  plans,  intentions  and  expectations  reflected  in or  suggested  by such
forward-looking statements are reasonable, we cannot assure you that such plans,
intentions or expectations will be achieved.  Important factors that could cause
actual results to differ materially from our forward-looking statements include,
among  others,  the  risks  outlined  in the  "Risk  Factors"  section  of  this
Prospectus, economic downturns; terrorist acts upon the United States; threat of
or actual war;  unfavorable  weather  conditions;  our ability to integrate  and
successfully  operate  future   acquisitions;   and  other  future  events.  All
forward-looking  statements  attributable  to us or any  persons  acting  on our
behalf are expressly qualified in their entirety by these cautionary statements.

     If  one  or  more  of  these  risks  or  uncertainties  materialize,  or if
underlying  assumptions prove incorrect,  our actual results may vary materially
from those expected, estimated or projected. Given these uncertainties, users of
the information included in this Prospectus, including investors and prospective
investors,  are  cautioned not to place undue  reliance on such  forward-looking
statements.  We will not update these  forward-looking  statements,  even if new
information,  future events or other  circumstances  have made them incorrect or
misleading.

                                       8
INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS

     Pursuant  to Section  607.0831  of the  Florida  Business  Corporation  Act
("FBCA") the Company's  officers and directors are not personally  liable to the
Company or any person for action  taken by them  unless the  officer or director
commits certain  violations or engages in certain  improper conduct set forth in
FBCA Section 607.0850. In addition, FBCA Section 607.0850 permits the Company to
indemnify its officers and directors,  and the Company's bylaws provide that the
Company  shall  indemnify  its officers and  directors  and former  officers and
directors to the full extent  permitted by law. Insofar as  indemnification  for
liabilities  arising  under  the  Securities  Act of  1933  ("the  Act")  may be
permitted to directors,  officers and controlling  persons of the small business
issuer pursuant to the foregoing  provisions,  or otherwise,  the small business
issuer has been  advised  that in the  opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

                    INFORMATION REQUIRED IN 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *The information required by Items 1 and 2 of Form S-8 is omitted from this
Registration  Statement  in  accordance  with the Note to Part I of Form S-8 and
Rule  428  promulgated  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission are incorporated herein by Reference with this Registration
Statement:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2002. 2. The Company's  Proxy  Statement for the Annual Meeting of  Shareholders
held on June 19, 2003. 3. The Company's  Quarterly Reports on Forms 10-Q for the
quarters  ended March 31, 2003,  June 30, 2003 and  September  30, 2003.  4. The
Company's  Current Reports on Forms 8-K dated December 12, 2003,  April 14, 2003
and March 14, 2003.  5. The  description  of our Common  Stock  contained in our
Registration  Statement  on  Form  S-18  filed  on  March  26,  1981,  including
amendments and reports filed updating that description.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement  contained herein, or in a subsequently
filed document  incorporated  by reference  herein,  modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or  superseded,  to constitute  part of this  Registration
Statement.

Item 4.  Description of Securities.

     The Company is authorized to issue up to 10,000,000 shares of Common Stock,
par value  $.01 per  share.  The  holders  of such  shares  of Common  Stock are
entitled  to one (1) vote for each  share held as of a record  date for  matters
submitted to a vote of shareholders.  There is no cumulative voting for election
of  directors.  Holders of Common  Stock are  entitled  to receive  ratably  any
dividends  declared by the Board of  Directors  out of funds  legally  available
therefore,  and, upon a liquidation,  dissolution,  or winding up of the Company
are  entitled  to  share  ratably  in all  assets  remaining  after  payment  of
liabilities and payment of accrued  dividends,  if any.  Holders of Common Stock
have no  pre-emptive  rights and have no rights to convert their Common Stock to
any other securities.  The outstanding  Common Stock is, and the Common Stock to
be outstanding  upon completion of this offering will be, validly issued,  fully
paid and non-assessable.

                                       9
Item 5.  Interests of Named Experts and Counsel.

     Validity of the Common Stock offered hereby and certain other legal matters
will be passed upon for the Company by Berger  Singerman,  Attorneys at Law, 350
East Las Olas  Boulevard,  Suite  1000,  Fort  Lauderdale,  Florida  33301.  Mr.
Schneider,  a director  of the  Company,  and the holder of options to  purchase
20,000 shares of the Company's Stock, is a shareholder of Berger Singerman.

     The  Financial  Statements  of the Company as of December 31, 2002 and 2001
and for the  years  ended  December  31,  2002,  2001 and 2000  which  have been
incorporated  herein by  reference  to the Form 10-K of the Company were audited
by, and filed in reliance upon the report of Berkovits,  Lago and Company,  LLP,
Certified  Public   Accountants,   8211  West  Broward  Boulevard,   Suite  340,
Plantation, Florida 33324.

Item 6.  Indemnification of Directors and Officers.

     FLORIDA BUSINESS  CORPORATION ACT. Section 607.0831 of the Florida Business
Corporation  Act (the "Florida  Act") provides that a director is not personally
liable for monetary  damages to the corporation or any person for any statement,
vote, decision or failure to act regarding corporate  management or policy, by a
director, unless: (a) the director breached or failed to perform his duties as a
director;  and (b) the director's breach of, or failure to perform, those duties
constitutes:  (i) a violation of criminal law unless the director had reasonable
cause to believe his conduct  was lawful or had no  reasonable  cause to believe
his conduct was unlawful;  (ii) a transaction from which the director derived an
improper personal benefit,  either directly or indirectly;  (iii) a circumstance
under  which the  director  is liable for an  improper  distribution;  (iv) in a
proceeding  by or in the right of the  corporation  to procure a judgment in its
favor or by or in the right of a shareholder,  conscious  disregard for the best
interests of the corporation,  or willful misconduct;  or (v) in a proceeding by
or in the  right  of  someone  other  than  the  corporation  or a  shareholder,
recklessness  or an act or  omission  which was  committed  in bad faith or with
malicious  purpose or in a manner  exhibiting  wanton and willful  disregard  of
human rights, safety or property.

     Section 607.0850 of the Florida Act provides that a corporation  shall have
the power to indemnify any person who was or is a party to any proceeding (other
than an action by, or in the right of, the  corporation),  by reason of the fact
that he is or was a director,  officer or  employee or agent of the  corporation
against  liability  incurred in connection  with such  proceeding if he acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best interests of the  corporation  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe his conduct was  unlawful.
Section  607.0850  also  provides  that a  corporation  shall  have the power to
indemnify any person who was or is a party to any proceeding by, or in the right
of, the  corporation  to  procure a judgment  in its favor by reason of the fact
that he is or was a director,  officer,  employee  or agent of the  corporation,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof.

     Section  607.0850  further  provides  that  such   indemnification  may  be
authorized  if such  person  acted in good  faith and in a manner he  reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation,
except that no indemnification  shall be made under this provision in respect of
any claim,  issue, or matter as to which such person shall have been adjudged to
be  liable  unless,  and only to the  extent  that,  the  court  in  which  such
proceeding  was  brought,  or any other court of competent  jurisdiction,  shall
determine upon application that,  despite the adjudication of liability,  but in
view of all  circumstances  of the case,  such  person is fairly and  reasonably
entitled to  indemnity  for such  expenses  which such court shall deem  proper.
Section 607.0850  further provides that to the extent that a director,  officer,
employee or agent has been  successful  on the merits or otherwise in defense of
any of the foregoing  proceedings,  or in defense of any claim,  issue or matter
therein,  he shall be  indemnified  against  expenses  actually  and  reasonably
incurred  by  him  in  connection   therewith.   Under  Section  607.0850,   any
indemnification   under  the  foregoing   provisions,   unless   pursuant  to  a
determination by a court, shall be made by the corporation only as authorized in
the specific case upon a determination that the indemnification of the director,
officer,  employee or agent is proper under the circumstances because he has met
the  applicable  standard of conduct.  In  addition  to the  foregoing,  Section
607.0850 permits a corporation  further to indemnify such persons by other means

                                       10
unless a judgment or other final  adjudication  establishes  that such  person's
actions or omissions which were material to the cause of action constitute (1) a
crime (unless such person had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe it unlawful), (2) a transaction from which
he derived an improper  personal  benefit,  (3) a  transaction  in  violation of
Florida  Statutes  607.0834  (unlawful  distributions to  shareholders),  or (4)
willful  misconduct  or  conscious  disregard  for  the  best  interests  of the
corporation  in a proceeding by or in the right of the  corporation to procure a
judgment in its favor or in a  proceeding  by or in the right of a  shareholder.
Notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite any contrary  determination  by the  corporation  in a specific  case, a
director, officer, employee or agent of the corporation who is or was a party to
a proceeding may apply for  indemnification  to the  appropriate  court and such
court may order indemnification if it determines that such person is entitled to
indemnification under the applicable standard.

     Section  607.0850 also provides that a corporation  shall have the power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee or agent of the corporation  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under the provisions of Section 607.0850.

     BY-LAWS.  The  Registrant's  by-laws  provide that it shall  indemnify  its
officers and  directors  and former  officers  and  directors to the full extent
permitted by law.

     DIRECTOR AND OFFICER LIABILITY  INSURANCE.  The Registrant's  directors and
officers are covered by insurance  policies  indemnifying  them against  certain
liabilities, including liabilities under the federal securities laws (other than
liability  under Section 16(b) of the Exchange Act),  which might be incurred by
them in such capacities.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

     4(a) Ocean Bio-Chem,  Inc. 1991 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     4(b) Ocean Bio-Chem,  Inc. 1992 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     4(c) Ocean Bio-Chem,  Inc. 1994 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     23(a) Consent of Berkovits, Lago and Company, LLP.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  Prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended (the "Securities Act").

     (ii) To reflect in the  Prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration Statement.

                                       11
(iii) To include  any  additional  or  changed  material  information  with
respect to the plan of distribution not previously disclosed in the Registration
Statement;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
information  required to be included in a post-effective  amendment is contained
in periodic  reports filed with or furnished to the Commission by the Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

     2. That, for the purpose of determining  any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     3. To remove from  registration by means of a post-effective  amendment any
of the securities  being  registered  which remain unsold at the  termination of
this offering.

     4. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Lauderdale, State of Florida, on this 2nd day of
February, 2004.
                              OCEAN BIO-CHEM, INC.

                                            By:  /s/ Peter G. Dornau
                                                 ------------------------------
                                                 Peter G. Dornau, President and
                                                 Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
this 2nd day of February, 2004.

Signature                                   Title
---------                                   ------------

(a)  Chief Executive Officer

/s/ Peter G. Dornau                         President, Chairman of the Board,
-------------------                         Chief Executive Officer and Director
Peter G. Dornau

(b)  Chief Financial Officer

/s/ Edward Anchel
-------------------                         Vice President-Finance, Chief
Edward Anchel                               Financial Officer and Director

                                       12
(c)  Directors

/s/ Peter G. Dornau                         Director
-------------------
Peter G. Dornau

/s/ Edward Anchel                           Director
Edward Anchel

/s/ Jeffrey Tieger
-------------------                         Director
Jeffrey Tieger

/s/ Laz L. Schneider                        Director
-------------------
Laz L. Schneider

/s/ James Kolisch
-------------------                         Director
James Kolisch

/s/ John B. Turner                          Director
-------------------
John B. Turner

/s/ Sonia B. Beard                          Director
-------------------
Sonia B. Beard

     Pursuant to the  requirements  of the  Securities Act of 1933, the Trustees
(or other persons who  administer  the employee  benefits plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf  by the  undersigned
thereunto duly  authorized in the City of Fort  Lauderdale,  State of Florida on
this 2nd day of February, 2004.

                                   Ocean Bio-Chem, Inc. 1991 Incentive Stock
                                   Option Plan

                                                        By:/s/ Peter G. Dornau
                                                        ------------------------
                                                        Peter G. Dornau, Trustee

                                                        By:/s/ Edward Anchel
                                                        ------------------------
                                                        Edward Anchel, Trustee

                                   Ocean Bio-Chem, Inc. 1992 Incentive Stock
                                   Option Plan

                                                        By:/s/ Peter G. Dornau
                                                        ------------------------
                                                        Peter G. Dornau, Trustee

                                                        By:/s/ Edward Anchel
                                                        ------------------------
                                                        Edward Anchel, Trustee

                                   Ocean Bio-Chem, Inc. 1994 Incentive Stock
                                   Option Plan

                                                        By:/s/ Peter G. Dornau
                                                        ------------------------
                                                        Peter G. Dornau, Trustee

                                                        By:/s/ Edward Anchel
                                                        ------------------------
                                                        Edward Anchel, Trustee

                                       13
Exhibit Index

Exhibit
Number

     4(a) Ocean Bio-Chem,  Inc. 1991 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     4(b) Ocean Bio-Chem,  Inc. 1992 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     4(c) Ocean Bio-Chem,  Inc. 1994 Incentive Stock Option Plan incorporated by
reference to Form S-8 filed by the Ocean Bio-Chem, Inc. on June 24, 1994.

     23(a) Consent of Berkovits, Lago and Company, LLP.

                                       14
Exhibit 23(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby  consent to the  incorporation  by reference  in Ocean  Bio-Chem,
Inc.'s 1991 Incentive  Stock Option Plan,  1992 Incentive Stock Option Plan, and
1994  Incentive  Stock Option Plan's  Registration  Statement on Form S-8 of our
report dated March 7, 2003  relating to the  consolidated  financial  statements
which appear in Ocean  Bio-Chem,  Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2002,  filed with the Securities and Exchange  Commission and
to all references to our firm included in this Registration  Statement.  We also
consent to the reference to us under the heading  "Experts" in such Registration
Statement.

BERKOVITS, LAGO AND COMPANY, LLP
Plantation, Florida,
January 30, 2004

                                POWER OF ATTORNEY

               For Registration Statement of Ocean Bio-Chem, Inc.

     KNOW BY THESE PRESENTS, That each of the undersigned directors and officers
of Ocean Bio-Chem,  Inc., a Florida corporation (the "Company"),  which proposes
to file with the  Securities  and Exchange  Commission,  Washington,  DC ("SEC")
under the provisions of the  Securities  Act of 1933, as amended (the "Act"),  a
new  S-8  Registration  Statement  and  one or  more  post-effective  amendments
("Registration  Documents")  to register  under said Act an  additional  316,470
shares of the  Common  Stock of the  Company to be used in  connection  with the
Company's  Plan,  hereby  constitutes  and appoints  Edward  Anchel his true and
lawful attorney-in-fact and agent, with full power to act as his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Registration Documents and to file the same with all
exhibits thereto and any and all other documents in connection  therewith,  with
the SEC,  hereby  granting unto said  attorney-in-fact  and agent full power and
authority to do and perform any and all acts and things  requisite and necessary
to be done in and about the premises as fully and to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hand this2nd day of
February, 2004.

Signatures                     Titles
-------------------            ----------

/s/ Peter G. Dornau            President, Chief Executive Officer and Director
-------------------
Peter G. Dornau

/s/ Edward Anchel              Vice President-Finance, Chief Financial Officer
Edward Anchel                  and Director

/s/ Jeffrey Tieger             Vice President, Secretary and Director
------------------
Jeffrey Tieger

/s/ Laz L. Schneider           Director
--------------------
Laz L.Schneider

/s/ James Kolisch              Director
James Kolisch

/s/ John B. Turner             Director
------------------
John B. Turner

/s/ Sonia B. Beard             Director
------------------
Sonia B. Beard

                                       15