As filed with the Securities and Exchange Commission on December 22, 2006
                                                 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 COMPANY 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)
                         _______________________________

                        1992 INCENTIVE STOCK OPTION PLAN
                              (full title of Plan)

                           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)

                         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          143,000            $2.10          $300,000         $103.45
Common Stock
______________________________________________________________________________
</TABLE>

     (1) This  Registration  Statement  also  registers the offer and sale of an
indeterminate  number of  additional  shares of Common Stock of the Company 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 December 19, 2006.

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.

<PAGE>
                                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 executive  officers,  directors
and employees of the Company  pursuant to the  Company's  1992  Incentive  Stock
Option Plan (the "Plan").

     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  issued
pursuant to the Plan to  executive  officers,  directors  and  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  "SEC"),  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 SEC 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.

                                     PART I
Item 1.  Plan Information

     The documents  containing the information  specified in Item 1 will be sent
or given to participants in the 1992 Incentive Stock Option Plan, as amended, as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act"). Such documents are not required to be and are not filed with
the  Securities  and  Exchange  Commission  (the  "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Item 2. Company Information and Employee Plan Annual Information.

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be  delivered  to eligible  employees,  non-employee  directors  and
consultants, pursuant to Rule 428(b) are available without charge by contacting:

        Edward Anchel
        Ocean Bio-Chem, Inc.
        4041 SW 47th Avenue
        Fort Lauderdale, FL 33314
        (954) 587-6280
                                       2
<PAGE>
REOFFER PROSPECTUS

                              Ocean Bio-Chem, Inc.

                         143,000 Shares of Common Stock
                             ----------------------


     This  prospectus  relates to up to 143,000  shares of common stock of Ocean
Bio-Chem,  Inc.,  ("we," "our," "us," or the "Company") which may be offered and
sold from time to time by  certain  executive  officers,  directors,  and others
named herein (the "selling stockholders") who have acquired such shares pursuant
to the exercise of qualified  incentive  stock options that have been granted to
each of them  under our 1992  Incentive  Stock  Option  Plan.  The shares may be
offered  by the  selling  stockholders  from time to time in  regular  brokerage
transactions,  in  transactions  directly  with  market  makers  or  in  certain
privately negotiated transactions.  For additional information on the methods of
sale, you should refer to the section entitled "Plan of  Distribution."  We will
not  receive  any of the  proceeds  from the sale of the  shares by the  selling
stockholders.

     The  shares are being  reoffered  and sold for the  account of the  selling
stockholders  and we will not receive any of the proceeds from the resale of the
shares.  All  expenses  of  the  registration  of  securities  covered  by  this
Prospectus are to be borne by the Company,  except that the selling stockholders
will pay underwriting discounts, selling commissions, and fees and the expenses,
if any, of counsel or other advisers to the selling stockholders.

     Our common stock is traded on the NASDAQ  Capital Market  ("NASDAQ")  under
the symbol  "OCBI."  The last  reported  sale price of the shares as reported on
NASDAQ was $2.07 per share on December 19, 2006. Our principal executive offices
are  located  at 4041 SW 47th  Avenue,  Ft.  Lauderdale,  Florida  33314 and our
telephone number there is (954) 587-6280.

     The common stock offered hereby  involves a high degree of risk. You should
not invest in the Company unless you can afford to lose your entire  investment.
See "Risk Factors" beginning on page 5 of this Prospectus.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                   This Prospectus is dated December 22, 2006.
                                       3
<PAGE>

                                TABLE OF CONTENTS

                                                                         Page

Forward Looking Statements                                                5
The Company                                                               5
Risk Factors                                                              5
Use of Proceeds                                                           7
Selling Stockholders                                                      7
Plan of Distribution                                                      9
Legal Matters                                                            10
Experts                                                                  10
Additional Information Available to You                                  10
Incorporation of Certain Documents by Reference                          11



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  Ocean  Bio-Chem,  Inc.  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 Ocean Bio-Chem, Inc. since the date of this Prospectus.
                                       4
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     Certain   written   and  oral   statements   made  by  us  may   constitute
"forward-looking  statements"  as defined in the Private  Securities  Litigation
Reform Act of 1995 (the "Reform Act"). Forward-looking statements are identified
by  such  words  and  phrases  as  "we  expect,"   "expected  to,"  "estimates,"
"estimated,"  "current  outlook,"  "we look  forward  to,"  "would  equate  to,"
"projects," "projections," "projected to be," "anticipates,"  "anticipated," "we
believe,"  "could be," and other  similar  phrases.  All  statements  addressing
operating performance, events, or developments that we expect or anticipate will
occur in the future,  including statements relating to revenue growth, earnings,
earnings-per-share   growth,  or  similar   projections,   are   forward-looking
statements   within  the   meaning  of  the  Reform   Act.   Because   they  are
forward-looking,  they should be evaluated in light of important  risk  factors.
These risk factors include,  but are not limited to, those that are described in
the "Risk Factors" section of this Prospectus found at page 5.

                                   THE COMPANY

     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.

     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.

                                  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.

     We may be unable to pass on to our  customers the increases in the costs of
our raw materials.

     The prices of many of our raw  materials  vary with market  conditions.  In
addition  the  price of many of the  Company's  finished  goods is  impacted  by
changes in currency, freight costs and raw materials at the point of production.
Our costs of raw materials  and  fuel-related  costs are  currently  higher than
historical  averages and may remain so indefinitely due to the historically high
price of oil and gas. Although we generally attempts to pass on increases in the
costs of raw materials and fuel-related  costs to its customers,  our ability to
pass these increases on varies depending on the product line, rate and magnitude
of any  increase.  There may be periods of time during which  increases in these
costs cannot be  recovered  as occurred in fiscal  2005.  During such periods of
time, our profitability may be materially adversely affected.
                                       5
<PAGE>
     A small number of our customers  accounted for a substantial portion of our
revenues, and the loss of one or more of these key customers could significantly
reduce our revenues and cash flow.

     Our five  largest  customers  represented  approximately  43% and  55%,  of
consolidated  gross  revenues  for the years ended  December  31, 2005 and 2004,
respectively;  and 26% and 77% of consolidated  accounts  receivable at December
31, 2005 and 2004,  respectively.  We have had a longstanding  relationship with
each of these entities and have always collected open receivable  balances.  Any
significant  reduction  in  business  with any of these  customer  could  have a
material  adverse effect on the financial  position and results of operations of
our business..

     We are  engaged  in a  competitive  business  and  if we do not  adequately
compete with our  competitors,  it could have a material  adverse  effect on our
operating results and financial condition.

     We are engaged in a very competitive  business. We have several competitors
in the marine and  automotive  market  places,  both national and regional.  The
competition  is based on brand  recognition,  price,  service and the ability to
deliver products on a timely basis.  Many of our competitors are larger and have
greater  resources and access to capital than the Company.  In order to maintain
the  Company's  competitive  position,  we will need to  continue to develop new
products and expand its customer  base both  domestically  and  internationally.
Competitive  pressures  may also result in  decreased  demand for the  Company's
products.  Any of these  factors  could  have a material  adverse  effect on the
Company.

     If we lose key  management  or are unable to attract  and retain the talent
required for our business,  our operating results and financial  condition could
suffer.

     Our  future  performance  is  substantially  dependent  upon the  continued
services  of  certain  members  of our  senior  management.  We do not  maintain
significant key man life insurance for any of these executives.  The loss of the
services of any key members of senior  management  could have a material adverse
effect upon us. In  addition,  our  continued  growth  depends on our ability to
attract and retain skilled executives. There can be no assurance that we will be
able to retain our existing personnel or attract additional qualified executives
in the  future or that our  current  management  team can  achieve  our  planned
expansion or continue to operate our Company in a profitable manner.

     A  significant  portion of our common  stock is held by Peter  Dornau,  our
co-founder, Chief Executive Officer, President and Chairman, whose interests may
differ from that of our other stockholders.

     Peter  Dornau,  our  co-founder,  Chief  Executive,  President and Chairman
beneficially owns  approximately 57% of our issued and outstanding  common stock
(approximately  61% assuming  the  contemplated  sale of all eligble  shares and
including options or warrants  exercisable within sixty (60) days). As a result,
Mr.  Dornau has  substantial  influence  in the election of directors of and, in
general,  the  outcome of any matter  submitted  to a vote of our  stockholders,
including mergers, consolidations or the sale of all or substantially all of our
assets. Due to his significant  ownership  position,  Mr. Dornau may be able, in
concert with others, to prevent or to cause a change in control of our company.
                                       6
<PAGE>
     Our  inability  to  maintain  access to the debt and  capital  markets  may
adversely affect our business and financial results.

     Our ability to invest in our business,  refinance maturing debt obligations
and make strategic  acquisitions  may require  access to sufficient  bank credit
lines  and  capital   markets  to  support   short-term   borrowings   and  cash
requirements.  If our  current  level of cash  flow is  insufficient  and we are
unable to access  additional  resources,  we could experience a material adverse
affect on our business and financial results.

     We have debt service obligations which are subject to restrictive covenants
that  limit our  flexibility  to  manage  our  business  and  could  trigger  an
acceleration of our outstanding indebtedness.

     Our credit facilities  require that we maintain  specific  financial ratios
and comply with certain  covenants,  including various financial  covenants that
contain  numerous  restrictions  on our ability to incur  additional  debt,  pay
dividends or make other restricted payments, sell assets, or take other actions.
Furthermore,   our  existing  credit   facilities  are,  and  future   financing
arrangements are likely to be, secured by substantially all of our assets. If we
breach any of these covenants, a default could result under one or more of these
agreements.  We have in the past  violated  certain  covenants  under its credit
facilities.  A  default,  if not  waived  by our  lenders,  could  result in the
acceleration  of  outstanding   indebtedness   and  cause  our  debt  to  become
immediately due and payable.


     Our business is influenced by the weather and bad weather  conditions could
impact our sales

     Certain aspects of the Company's 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 or other inclement
weather either delays the start or shortens the length of the boating season and
has an adverse impact on our sales.

                                 USE OF PROCEEDS

     All of the  shares  of  common  stock  are  being  offered  by the  selling
stockholders.  We will not receive any  proceeds  from the sale of the shares by
the selling stockholder.

                              SELLING STOCKHOLDERS

     The following table also sets forth the name of each person who is offering
the resale of shares of common stock by this prospectus, the number of shares of
common stock  beneficially  owned by each person, the number of shares of common
stock that may be sold in this offering and the number of shares of common stock
each person will own after the  offering,  assuming  they sell all of the shares
offered.
                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                Number of         Number of        Options           Number of
                                              shares offered     shares owned     exercisable         shares        Percentage
                                              by the Selling     after exercise    within 60       owned after       of shares
  Name            Position          Plan      Stockholders (1)   of options (2)   days of S-8      the offering (3)    Owned (4)

<S>            <C>                   <C>         <C>               <C>             <C>                <C>             <C>
Peter G.       President,            1992        27,500            4,377,568       1,155,000          5,505,068       60.87%
Dornau         Chief
               Executive
                Officer and
               Director

Edward         Vice                  1992        27,500              283,451          40,000            295,951        3.27%
Anchel         President-Finance,
               Chief Financial
               Officer and Director

Jeffrey J.      Vice                 1992        27,500              259,280         155,000            386,780        4.28%
Tieger          President,
                Secretary
                and Director

Gregor M.       Vice                 1992        22,000              235,780          36,000            249,780        2.76%
Dornau          President

Jean Paul                            1992        11,000               37,000          16,000             42,000        0.46%
Kitzinger

Jerry Pittman                        1994        27,500               38,309          20,000             30,309        0.34%

                                      --------------------------------------
</TABLE>
     (1) Represents the number of shares purchased under the Plan by such person
and registered for sale.

     (2) For each  selling  stockholder  this  includes (i) shares of our Common
Stock owned as of December 19, 2006, (ii) shares of our Common Stock  underlying
options which are  exercisable  within sixty (60) days of December 19, 2006, 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  December  19,
2006.

     (3) Assumes the sale of all shares eligible to be sold and includes options
exercisable within sixty (60) days.

     (4) Percentages are after the  contemplated  sale of all shares eligible to
be sold and including options exercisable within sixty (60) days.
                                       8
<PAGE>

                              PLAN OF DISTRIBUTION

     The shares being offered by the selling stockholders will be sold from time
to time in one or more transactions  (which may involve block transactions) that
may  take  place in The  NASDAQ  Capital  Market,  including  ordinary  brokers'
transactions,  privately negotiated transactions or through sales to one or more
dealers for resale of such securities as principals, at market prices prevailing
at the time of sale, at prices  related to such  prevailing  market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage fees
or commissions may be paid by the selling  stockholders.  The shares may also be
sold  pursuant to Rule 144 under the  Securities  Act. The selling  stockholders
have the sole and absolute  discretion  not to accept any purchase offer or make
any sale of shares if they deem the purchase price to be  unsatisfactory  at any
particular time.

     The selling stockholders may also sell the shares directly to market makers
acting as principals  and/or  broker-dealers  acting as agents for themselves or
their customers.  Such  broker-dealers  may receive  compensation in the form of
discounts,  concessions or commissions from the selling  stockholders and/or the
purchasers of shares for whom such  broker-dealers  may act as agents or to whom
they  sell  as  principal,  or  both,  which  compensation  as  to a  particular
broker-dealer  might be in excess of customary  commissions.  Market  makers and
block  purchasers  purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling  stockholder  will attempt to sell
shares  of  common  stock  in  block  transactions  to  market  makers  or other
purchasers at a price per share which may be below the then market price.

     The selling  stockholders and  intermediaries  through whom such securities
are sold may be deemed  "underwriters" within the meaning of the Securities Act,
with  respect to the  securities  offered  hereby,  and any profits  realized or
commissions received may be deemed underwriting compensation.  We have agreed to
indemnify  the  selling  stockholders  against  certain  liabilities,  including
liabilities under the Securities Act.

     The selling  stockholders,  alternatively,  may sell all or any part of the
shares offered by this Prospectus through an underwriter.  To our knowledge,  no
selling   stockholder   has  entered  into  an  agreement   with  a  prospective
underwriter.  If any selling stockholder notifies us that it has entered into an
agreement or agreements  with a  broker-dealer  or underwriter for the resale of
the common  stock,  the relevant  details  will be set forth in a supplement  or
revision to this Prospectus.

     The selling stockholders and any other persons participating in the sale or
distribution  of the  shares  will be subject to  applicable  provisions  of the
Securities  Exchange  Act of 1934  and the  rules  and  regulations  thereunder,
including,  without  limitation,   Regulation  M,  which  may  restrict  certain
activities  of, and limit the timing of purchases and sales of any of the shares
by the  selling  stockholders  or any  other  such  person.  Furthermore,  under
Regulation M, persons  engaged in a  distribution  of securities  are prohibited
from simultaneously  engaging in market making and certain other activities with
respect  to  such  securities  for a  specified  period  of  time  prior  to the
commencement  of  such  distributions,   subject  to  specified   exceptions  or
exemptions. All of these limitations may affect the marketability of the shares.
                                       9
<PAGE>
                                  LEGAL MATTERS

     One of our  directors,  Laz.  Schneider  is a partner at Berger  Singerman,
P.A.,  a law firm that  serves as our lead  counsel  in  various  corporate  and
litigation  matters.  Mr.  Schneider is the holder of options to purchase 40,000
shares of our common stock.  All of these options are fully vested.  The average
exercise price of the options is $1.21 and the expiration dates are from 2012 to
2016.

                                     EXPERTS

     Our financial  statements  for the fiscal years ended December 31, 2005 and
2004 appearing in this Prospectus and  registration  statement have been audited
by Levi Cahlin & Co., our former independent  registered public accounting firm,
as set forth in their report  appearing  elsewhere  herein,  and are included in
reliance  upon the  report  given on the  authority  of the firm as  experts  in
accounting   and  auditing.   Our   consolidated   statements   of   operations,
shareholders'  equity,  and cash  flows for the year  ended  December  31,  2003
appearing in this  Prospectus  and  registration  statement have been audited by
Berkovits,  Lago and Company,  LLP,  our former  independent  registered  public
accounting firm, as set forth in their report appearing  elsewhere  herein,  and
are included in reliance  upon the report given on the  authority of the firm as
experts in accounting and auditing.


                     ADDITIONAL INFORMATION AVAILABLE TO YOU

     This  Prospectus  is part of a  Registration  Statement on Form S-8 that we
filed with the SEC. Certain  information in the Registration  Statement has been
omitted from this  prospectus in  accordance  with the rules of the SEC. We file
annual,  quarterly and special reports,  proxy statements and other  information
with the SEC.  You can inspect and copy the  Registration  Statement  as well as
reports,  proxy  statements and other  information we have filed with the SEC at
the public reference room maintained by the SEC at 100 F Street N.E. Washington,
D.C. 20549.  You can obtain copies from the public  reference room of the SEC at
100 F Street N.E. Washington,  D.C. 20549, upon payment of certain fees. You can
call  the  SEC at  1-800-732-0330  for  further  information  about  the  public
reference  room.  We are also  required  to file  electronic  versions  of these
documents with the SEC,  which may be accessed  through the SEC's World Wide Web
site at http://www.sec.gov. No dealer, salesperson or other person is authorized
to give  any  information  or to  make  any  representations  other  than  those
contained  in this  Prospectus,  and,  if  given or made,  such  information  or
representations  must not be relied upon as having been  authorized  by us. This
Prospectus  does not  constitute  an offer to buy any  security  other  than the
securities offered by this Prospectus,  or an offer to sell or a solicitation of
an offer to buy any  securities  by any  person in any  jurisdiction  where such
offer or solicitation is not authorized or is unlawful. Neither delivery of this
Prospectus nor any sale hereunder  shall,  under any  circumstances,  create any
implication  that there has been no change in the affairs of our  company  since
the date hereof.
                                       10
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to 'incorporate  by reference' the information  into this
Prospectus.  This means that we can  disclose  important  information  to you by
referring you to another document filed separately with the SEC. The information
that we  incorporate  by reference is considered to be part of this  Prospectus.
Because we are  incorporating by reference our future filings with the SEC, this
Prospectus  is  continually  updated  and those  future  filings  may  modify or
supersede  some  or all of the  information  included  or  incorporated  in this
Prospectus.  This  means  that you must look at all of the SEC  filings  that we
incorporate  by  reference  to  determine  if  any  of the  statements  in  this
Prospectus or in any document  previously  incorporated  by reference  have been
modified or superseded.  This Prospectus incorporates by reference the documents
listed  below and any future  filings  we will make with the SEC under  Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934  until the
selling  stockholders  sell  all of  our  common  stock  registered  under  this
Prospectus:

     - Our Annual  Report on Form  10-K for the year ended  December  31, 2005
filed with the SEC on March 30, 2006;

     - Our Annual Report on Form  10-K/A for the year ended  December 31, 2005
filed with the SEC on August 31, 2006;

     - Our Proxy Statement for the Annual Meeting of  Shareholders  held on June
15, 2006 filed with the SEC on April 21, 2006;

     - Our Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006
filed with the SEC on May 16, 2005;

     - Our  Quarterly  Report on Form 10-Q for the quarter ended June 30, 2006
filed with the SEC on August 15, 2006;

     - Our Quarterly  Report on Form 10-Q for the quarter ended  September 30,
2006 filed with the SEC on November 14, 2006;

     - Our  Current  Reports on Form 8-K filed  with the SEC on March 10,  2006;
August 14,  2006,  September 1, 2006,  November 13, 2006,  November 21, 2006 and
Form 8-K/A filed on November 30, 2006;

     - 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; and

     - 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.
                                       11
<PAGE>
     The  information  about us  contained  in this  Prospectus  should  be read
together with the information in the documents  incorporated  by reference.  You
may  request a copy of any or all of these  filings,  at no cost,  by writing or
telephoning us at. Ocean Bio-Chem,  Inc., 4041 SW 47th Avenue,  Fort Lauderdale,
Florida 33314, (954) 587-6280.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  Company  hereby  incorporates  by  reference  into  this  Registration
Statement the documents  listed below. In addition,  all documents  subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of the filing of such documents:

     - Our Annual  Report on Form  10-K for the year ended  December  31, 2005
filed with the SEC on March 30, 2006;

     - Our Annual Report on Form  10-K/A for the year ended  December 31, 2005
filed with the SEC on August 31, 2006;

     - Our Proxy Statement for the Annual Meeting of  Shareholders  held on June
15, 2006 filed with the SEC on April 21, 2006;

     - Our Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006
filed with the SEC on May 16, 2005;

     - Our  Quarterly  Report on Form 10-Q for the quarter ended June 30, 2006
filed with the SEC on August 15, 2006;

     - Our Quarterly  Report on Form 10-Q for the quarter ended  September 30,
2006 filed with the SEC on November 14, 2006;

     - Our  Current  Reports on Form 8-K filed  with the SEC on March 10,  2006;
August 14,  2006,  September 1, 2006,  November 13, 2006,  November 21, 2006 and
Form 8-K/A filed on November 30, 2006;

     - 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;

     - 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.
                                       12
<PAGE>
     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.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     One of our  directors,  Laz.  Schneider  is a partner at Berger  Singerman,
P.A.,  a law firm that  serves as our lead  counsel  in  various  corporate  and
litigation  matters.  Mr.  Schneider is the holder of options to purchase 40,000
shares of our common stock.  All of these options are fully vested.  The average
exercise price of the options is $1.21.  The  expiration  dates are from 2012 to
2016.

Item 6.  Indemnification of Directors and Officers.

     The  Company's  By-laws  provide that it shall  indemnify  its officers and
directors and former  officers and directors to the fullest extent  permitted by
law.  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.
                                       13
<PAGE>
     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
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.
The  Company'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.
                                       14
<PAGE>
Item 7.  Exemption from Registration Claimed.

     The shares issued to our executive  officers,  directors and employees upon
exercise of their incentive stock options granted under our 1992 Incentive Stock
Option Plan were exempt from  registration  under Section 4(2) of the Securities
Act of 1933, as amended.  Each of the option holders  exercised their options in
reliance upon Section 4(2) of the Securities Act of 1933,  because each of these
holders  was  knowledgeable,  sophisticated  and  had  access  to  comprehensive
information  about us. We placed  legends on the  certificates  stating that the
securities  were not  registered  under  the  Securities  Act and set  forth the
restrictions on their  transferability and sale. We have filed this registration
statement on Form S-8 to register the resale of these shares.

Item 8.  Exhibits.

     4.1 Ocean Bio-Chem,  Inc. 1992 Incentive Stock Option Plan (incorporated by
reference to the Form S-8  Registration  Statement  filed by the Ocean Bio-Chem,
Inc. on February 02, 2004).

     10.11 Ocean Bio-Chem,  Inc. 1992 Incentive Stock Option Plan  (incorporated
by reference to Form S-8 filed with the United  States  Securities  and Exchange
Commission on June 24, 1994).

     23.1 Consent of Levi Cahlin & Co.

     23.2 Consent of Berkovits, Lago and Company, LLP.

     24.1 Power of Attorney (included in the signature page)

Item 9.  Undertakings.

The undersigned Company 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.

     (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 SEC by the Company  pursuant
to Section 13 or Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in this Registration Statement.
                                       15
<PAGE>
     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  Company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the Company'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
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC 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 Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company 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 Company 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.
                                       16
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ocean Bio-Chem, Inc.
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 22nd day
of December, 2006.

                                                 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 this 22nd day of December, 2006.

SIGNATURE                               TITLE


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


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

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

/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


                                       17
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number

     4.1 Ocean Bio-Chem,  Inc. 1992 Incentive Stock Option Plan (incorporated by
reference to the Form S-8  Registration  Statement  filed by the Ocean Bio-Chem,
Inc. on February 02, 2004).

     10.1 Ocean Bio-Chem, Inc. 1992 Incentive Stock Option Plan (incorporated by
reference  to Form S-8 filed  with the United  States  Securities  and  Exchange
Commission on June 24, 1994).

     23.1 Consent of Levi Cahlin & Co.

     23.2 Consent of Berkovits, Lago and Company, LLP.

     24.1 Power of Attorney (included in the signature page)

                                       18
<PAGE>
                                                                    Exhibit 23.1

                CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

     We hereby  consent to the  incorporation  by reference  in Ocean  Bio-Chem,
Inc.'s 1992 Incentive Stock Option Plan's Registration  Statement on Form S-8 of
our  report  dated  March  22,  2006  relating  to  the  consolidated  financial
statements  which appear in Ocean Bio-Chem,  Inc.'s Annual Report on Form 10-K/A
for the year ended  December 31, 2005,  filed with the  Securities  and Exchange
Commission on August 31, 2006 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.

LEVI, CAHLIN & CO.
North Miami Beach, Florida
December 22, 2006


                                       19
<PAGE>

                                                                    Exhibit 23.2

                CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

     We hereby  consent to the  incorporation  by reference  in Ocean  Bio-Chem,
Inc.'s 1992 Incentive Stock Option Plan's Registration  Statement on Form S-8 of
our  report  dated  March  25,  2004  relating  to the  consolidated  statements
operations, shareholders' equity, and cash flows for the year ended December 31,
2003 which appear in Ocean Bio-Chem, Inc.'s Annual Report on Form 10-K/A for the
year ended December 31, 2005, filed with the Securities and Exchange  Commission
on  August  31,  2006  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
Fort Lauderdale, Florida
December 22, 2006







                                       20
<PAGE>

                                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 143,000 shares of the Common Stock of the
Company to be sold by  shareholders,  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 on the 22nd day
of December, 2006.

SIGNATURES                                   TITLE

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

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

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

/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



                                       21
[{"type": "S-8", "sequence": "1", "filename": "forms-81206.txt", "description": "EXERCISE/SALE OF OPTIONS 1206", "secsgml_size_bytes": 55251}]
{"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": "333-139603", "film-number": "061295555"}, "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 December 22, 2006
                                                 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 COMPANY 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)
                         _______________________________

                        1992 INCENTIVE STOCK OPTION PLAN
                              (full title of Plan)

                           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)

                         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          143,000            $2.10          $300,000         $103.45
Common Stock
______________________________________________________________________________
(1) This  Registration  Statement  also  registers the offer and sale of an
indeterminate  number of  additional  shares of Common Stock of the Company 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 December 19, 2006.

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.
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 executive  officers,  directors
and employees of the Company  pursuant to the  Company's  1992  Incentive  Stock
Option Plan (the "Plan").

     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  issued
pursuant to the Plan to  executive  officers,  directors  and  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  "SEC"),  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 SEC 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.

                                     PART I
Item 1.  Plan Information

     The documents  containing the information  specified in Item 1 will be sent
or given to participants in the 1992 Incentive Stock Option Plan, as amended, as
specified  by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act"). Such documents are not required to be and are not filed with
the  Securities  and  Exchange  Commission  (the  "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Item 2. Company Information and Employee Plan Annual Information.

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be  delivered  to eligible  employees,  non-employee  directors  and
consultants, pursuant to Rule 428(b) are available without charge by contacting:

        Edward Anchel
        Ocean Bio-Chem, Inc.
        4041 SW 47th Avenue
        Fort Lauderdale, FL 33314
        (954) 587-6280
                                       2
REOFFER PROSPECTUS

                              Ocean Bio-Chem, Inc.

                         143,000 Shares of Common Stock
                             ----------------------

     This  prospectus  relates to up to 143,000  shares of common stock of Ocean
Bio-Chem,  Inc.,  ("we," "our," "us," or the "Company") which may be offered and
sold from time to time by  certain  executive  officers,  directors,  and others
named herein (the "selling stockholders") who have acquired such shares pursuant
to the exercise of qualified  incentive  stock options that have been granted to
each of them  under our 1992  Incentive  Stock  Option  Plan.  The shares may be
offered  by the  selling  stockholders  from time to time in  regular  brokerage
transactions,  in  transactions  directly  with  market  makers  or  in  certain
privately negotiated transactions.  For additional information on the methods of
sale, you should refer to the section entitled "Plan of  Distribution."  We will
not  receive  any of the  proceeds  from the sale of the  shares by the  selling
stockholders.

     The  shares are being  reoffered  and sold for the  account of the  selling
stockholders  and we will not receive any of the proceeds from the resale of the
shares.  All  expenses  of  the  registration  of  securities  covered  by  this
Prospectus are to be borne by the Company,  except that the selling stockholders
will pay underwriting discounts, selling commissions, and fees and the expenses,
if any, of counsel or other advisers to the selling stockholders.

     Our common stock is traded on the NASDAQ  Capital Market  ("NASDAQ")  under
the symbol  "OCBI."  The last  reported  sale price of the shares as reported on
NASDAQ was $2.07 per share on December 19, 2006. Our principal executive offices
are  located  at 4041 SW 47th  Avenue,  Ft.  Lauderdale,  Florida  33314 and our
telephone number there is (954) 587-6280.

     The common stock offered hereby  involves a high degree of risk. You should
not invest in the Company unless you can afford to lose your entire  investment.
See "Risk Factors" beginning on page 5 of this Prospectus.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                   This Prospectus is dated December 22, 2006.
                                       3
TABLE OF CONTENTS

                                                                         Page

Forward Looking Statements                                                5
The Company                                                               5
Risk Factors                                                              5
Use of Proceeds                                                           7
Selling Stockholders                                                      7
Plan of Distribution                                                      9
Legal Matters                                                            10
Experts                                                                  10
Additional Information Available to You                                  10
Incorporation of Certain Documents by Reference                          11

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  Ocean  Bio-Chem,  Inc.  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 Ocean Bio-Chem, Inc. since the date of this Prospectus.
                                       4
FORWARD-LOOKING STATEMENTS

     Certain   written   and  oral   statements   made  by  us  may   constitute
"forward-looking  statements"  as defined in the Private  Securities  Litigation
Reform Act of 1995 (the "Reform Act"). Forward-looking statements are identified
by  such  words  and  phrases  as  "we  expect,"   "expected  to,"  "estimates,"
"estimated,"  "current  outlook,"  "we look  forward  to,"  "would  equate  to,"
"projects," "projections," "projected to be," "anticipates,"  "anticipated," "we
believe,"  "could be," and other  similar  phrases.  All  statements  addressing
operating performance, events, or developments that we expect or anticipate will
occur in the future,  including statements relating to revenue growth, earnings,
earnings-per-share   growth,  or  similar   projections,   are   forward-looking
statements   within  the   meaning  of  the  Reform   Act.   Because   they  are
forward-looking,  they should be evaluated in light of important  risk  factors.
These risk factors include,  but are not limited to, those that are described in
the "Risk Factors" section of this Prospectus found at page 5.

                                   THE COMPANY

     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.

     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.

                                  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.

     We may be unable to pass on to our  customers the increases in the costs of
our raw materials.

     The prices of many of our raw  materials  vary with market  conditions.  In
addition  the  price of many of the  Company's  finished  goods is  impacted  by
changes in currency, freight costs and raw materials at the point of production.
Our costs of raw materials  and  fuel-related  costs are  currently  higher than
historical  averages and may remain so indefinitely due to the historically high
price of oil and gas. Although we generally attempts to pass on increases in the
costs of raw materials and fuel-related  costs to its customers,  our ability to
pass these increases on varies depending on the product line, rate and magnitude
of any  increase.  There may be periods of time during which  increases in these
costs cannot be  recovered  as occurred in fiscal  2005.  During such periods of
time, our profitability may be materially adversely affected.
                                       5
A small number of our customers  accounted for a substantial portion of our
revenues, and the loss of one or more of these key customers could significantly
reduce our revenues and cash flow.

     Our five  largest  customers  represented  approximately  43% and  55%,  of
consolidated  gross  revenues  for the years ended  December  31, 2005 and 2004,
respectively;  and 26% and 77% of consolidated  accounts  receivable at December
31, 2005 and 2004,  respectively.  We have had a longstanding  relationship with
each of these entities and have always collected open receivable  balances.  Any
significant  reduction  in  business  with any of these  customer  could  have a
material  adverse effect on the financial  position and results of operations of
our business..

     We are  engaged  in a  competitive  business  and  if we do not  adequately
compete with our  competitors,  it could have a material  adverse  effect on our
operating results and financial condition.

     We are engaged in a very competitive  business. We have several competitors
in the marine and  automotive  market  places,  both national and regional.  The
competition  is based on brand  recognition,  price,  service and the ability to
deliver products on a timely basis.  Many of our competitors are larger and have
greater  resources and access to capital than the Company.  In order to maintain
the  Company's  competitive  position,  we will need to  continue to develop new
products and expand its customer  base both  domestically  and  internationally.
Competitive  pressures  may also result in  decreased  demand for the  Company's
products.  Any of these  factors  could  have a material  adverse  effect on the
Company.

     If we lose key  management  or are unable to attract  and retain the talent
required for our business,  our operating results and financial  condition could
suffer.

     Our  future  performance  is  substantially  dependent  upon the  continued
services  of  certain  members  of our  senior  management.  We do not  maintain
significant key man life insurance for any of these executives.  The loss of the
services of any key members of senior  management  could have a material adverse
effect upon us. In  addition,  our  continued  growth  depends on our ability to
attract and retain skilled executives. There can be no assurance that we will be
able to retain our existing personnel or attract additional qualified executives
in the  future or that our  current  management  team can  achieve  our  planned
expansion or continue to operate our Company in a profitable manner.

     A  significant  portion of our common  stock is held by Peter  Dornau,  our
co-founder, Chief Executive Officer, President and Chairman, whose interests may
differ from that of our other stockholders.

     Peter  Dornau,  our  co-founder,  Chief  Executive,  President and Chairman
beneficially owns  approximately 57% of our issued and outstanding  common stock
(approximately  61% assuming  the  contemplated  sale of all eligble  shares and
including options or warrants  exercisable within sixty (60) days). As a result,
Mr.  Dornau has  substantial  influence  in the election of directors of and, in
general,  the  outcome of any matter  submitted  to a vote of our  stockholders,
including mergers, consolidations or the sale of all or substantially all of our
assets. Due to his significant  ownership  position,  Mr. Dornau may be able, in
concert with others, to prevent or to cause a change in control of our company.
                                       6
Our  inability  to  maintain  access to the debt and  capital  markets  may
adversely affect our business and financial results.

     Our ability to invest in our business,  refinance maturing debt obligations
and make strategic  acquisitions  may require  access to sufficient  bank credit
lines  and  capital   markets  to  support   short-term   borrowings   and  cash
requirements.  If our  current  level of cash  flow is  insufficient  and we are
unable to access  additional  resources,  we could experience a material adverse
affect on our business and financial results.

     We have debt service obligations which are subject to restrictive covenants
that  limit our  flexibility  to  manage  our  business  and  could  trigger  an
acceleration of our outstanding indebtedness.

     Our credit facilities  require that we maintain  specific  financial ratios
and comply with certain  covenants,  including various financial  covenants that
contain  numerous  restrictions  on our ability to incur  additional  debt,  pay
dividends or make other restricted payments, sell assets, or take other actions.
Furthermore,   our  existing  credit   facilities  are,  and  future   financing
arrangements are likely to be, secured by substantially all of our assets. If we
breach any of these covenants, a default could result under one or more of these
agreements.  We have in the past  violated  certain  covenants  under its credit
facilities.  A  default,  if not  waived  by our  lenders,  could  result in the
acceleration  of  outstanding   indebtedness   and  cause  our  debt  to  become
immediately due and payable.

     Our business is influenced by the weather and bad weather  conditions could
impact our sales

     Certain aspects of the Company's 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 or other inclement
weather either delays the start or shortens the length of the boating season and
has an adverse impact on our sales.

                                 USE OF PROCEEDS

     All of the  shares  of  common  stock  are  being  offered  by the  selling
stockholders.  We will not receive any  proceeds  from the sale of the shares by
the selling stockholder.

                              SELLING STOCKHOLDERS

     The following table also sets forth the name of each person who is offering
the resale of shares of common stock by this prospectus, the number of shares of
common stock  beneficially  owned by each person, the number of shares of common
stock that may be sold in this offering and the number of shares of common stock
each person will own after the  offering,  assuming  they sell all of the shares
offered.
                                       7
Number of         Number of        Options           Number of
                                              shares offered     shares owned     exercisable         shares        Percentage
                                              by the Selling     after exercise    within 60       owned after       of shares
  Name            Position          Plan      Stockholders (1)   of options (2)   days of S-8      the offering (3)    Owned (4)
Peter G.       President,            1992        27,500            4,377,568       1,155,000          5,505,068       60.87%
Dornau         Chief
               Executive
                Officer and
               Director

Edward         Vice                  1992        27,500              283,451          40,000            295,951        3.27%
Anchel         President-Finance,
               Chief Financial
               Officer and Director

Jeffrey J.      Vice                 1992        27,500              259,280         155,000            386,780        4.28%
Tieger          President,
                Secretary
                and Director

Gregor M.       Vice                 1992        22,000              235,780          36,000            249,780        2.76%
Dornau          President

Jean Paul                            1992        11,000               37,000          16,000             42,000        0.46%
Kitzinger

Jerry Pittman                        1994        27,500               38,309          20,000             30,309        0.34%

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

     (2) For each  selling  stockholder  this  includes (i) shares of our Common
Stock owned as of December 19, 2006, (ii) shares of our Common Stock  underlying
options which are  exercisable  within sixty (60) days of December 19, 2006, 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  December  19,
2006.

     (3) Assumes the sale of all shares eligible to be sold and includes options
exercisable within sixty (60) days.

     (4) Percentages are after the  contemplated  sale of all shares eligible to
be sold and including options exercisable within sixty (60) days.
                                       8
PLAN OF DISTRIBUTION

     The shares being offered by the selling stockholders will be sold from time
to time in one or more transactions  (which may involve block transactions) that
may  take  place in The  NASDAQ  Capital  Market,  including  ordinary  brokers'
transactions,  privately negotiated transactions or through sales to one or more
dealers for resale of such securities as principals, at market prices prevailing
at the time of sale, at prices  related to such  prevailing  market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage fees
or commissions may be paid by the selling  stockholders.  The shares may also be
sold  pursuant to Rule 144 under the  Securities  Act. The selling  stockholders
have the sole and absolute  discretion  not to accept any purchase offer or make
any sale of shares if they deem the purchase price to be  unsatisfactory  at any
particular time.

     The selling stockholders may also sell the shares directly to market makers
acting as principals  and/or  broker-dealers  acting as agents for themselves or
their customers.  Such  broker-dealers  may receive  compensation in the form of
discounts,  concessions or commissions from the selling  stockholders and/or the
purchasers of shares for whom such  broker-dealers  may act as agents or to whom
they  sell  as  principal,  or  both,  which  compensation  as  to a  particular
broker-dealer  might be in excess of customary  commissions.  Market  makers and
block  purchasers  purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling  stockholder  will attempt to sell
shares  of  common  stock  in  block  transactions  to  market  makers  or other
purchasers at a price per share which may be below the then market price.

     The selling  stockholders and  intermediaries  through whom such securities
are sold may be deemed  "underwriters" within the meaning of the Securities Act,
with  respect to the  securities  offered  hereby,  and any profits  realized or
commissions received may be deemed underwriting compensation.  We have agreed to
indemnify  the  selling  stockholders  against  certain  liabilities,  including
liabilities under the Securities Act.

     The selling  stockholders,  alternatively,  may sell all or any part of the
shares offered by this Prospectus through an underwriter.  To our knowledge,  no
selling   stockholder   has  entered  into  an  agreement   with  a  prospective
underwriter.  If any selling stockholder notifies us that it has entered into an
agreement or agreements  with a  broker-dealer  or underwriter for the resale of
the common  stock,  the relevant  details  will be set forth in a supplement  or
revision to this Prospectus.

     The selling stockholders and any other persons participating in the sale or
distribution  of the  shares  will be subject to  applicable  provisions  of the
Securities  Exchange  Act of 1934  and the  rules  and  regulations  thereunder,
including,  without  limitation,   Regulation  M,  which  may  restrict  certain
activities  of, and limit the timing of purchases and sales of any of the shares
by the  selling  stockholders  or any  other  such  person.  Furthermore,  under
Regulation M, persons  engaged in a  distribution  of securities  are prohibited
from simultaneously  engaging in market making and certain other activities with
respect  to  such  securities  for a  specified  period  of  time  prior  to the
commencement  of  such  distributions,   subject  to  specified   exceptions  or
exemptions. All of these limitations may affect the marketability of the shares.
                                       9
LEGAL MATTERS

     One of our  directors,  Laz.  Schneider  is a partner at Berger  Singerman,
P.A.,  a law firm that  serves as our lead  counsel  in  various  corporate  and
litigation  matters.  Mr.  Schneider is the holder of options to purchase 40,000
shares of our common stock.  All of these options are fully vested.  The average
exercise price of the options is $1.21 and the expiration dates are from 2012 to
2016.

                                     EXPERTS

     Our financial  statements  for the fiscal years ended December 31, 2005 and
2004 appearing in this Prospectus and  registration  statement have been audited
by Levi Cahlin & Co., our former independent  registered public accounting firm,
as set forth in their report  appearing  elsewhere  herein,  and are included in
reliance  upon the  report  given on the  authority  of the firm as  experts  in
accounting   and  auditing.   Our   consolidated   statements   of   operations,
shareholders'  equity,  and cash  flows for the year  ended  December  31,  2003
appearing in this  Prospectus  and  registration  statement have been audited by
Berkovits,  Lago and Company,  LLP,  our former  independent  registered  public
accounting firm, as set forth in their report appearing  elsewhere  herein,  and
are included in reliance  upon the report given on the  authority of the firm as
experts in accounting and auditing.

                     ADDITIONAL INFORMATION AVAILABLE TO YOU

     This  Prospectus  is part of a  Registration  Statement on Form S-8 that we
filed with the SEC. Certain  information in the Registration  Statement has been
omitted from this  prospectus in  accordance  with the rules of the SEC. We file
annual,  quarterly and special reports,  proxy statements and other  information
with the SEC.  You can inspect and copy the  Registration  Statement  as well as
reports,  proxy  statements and other  information we have filed with the SEC at
the public reference room maintained by the SEC at 100 F Street N.E. Washington,
D.C. 20549.  You can obtain copies from the public  reference room of the SEC at
100 F Street N.E. Washington,  D.C. 20549, upon payment of certain fees. You can
call  the  SEC at  1-800-732-0330  for  further  information  about  the  public
reference  room.  We are also  required  to file  electronic  versions  of these
documents with the SEC,  which may be accessed  through the SEC's World Wide Web
site at http://www.sec.gov. No dealer, salesperson or other person is authorized
to give  any  information  or to  make  any  representations  other  than  those
contained  in this  Prospectus,  and,  if  given or made,  such  information  or
representations  must not be relied upon as having been  authorized  by us. This
Prospectus  does not  constitute  an offer to buy any  security  other  than the
securities offered by this Prospectus,  or an offer to sell or a solicitation of
an offer to buy any  securities  by any  person in any  jurisdiction  where such
offer or solicitation is not authorized or is unlawful. Neither delivery of this
Prospectus nor any sale hereunder  shall,  under any  circumstances,  create any
implication  that there has been no change in the affairs of our  company  since
the date hereof.
                                       10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to 'incorporate  by reference' the information  into this
Prospectus.  This means that we can  disclose  important  information  to you by
referring you to another document filed separately with the SEC. The information
that we  incorporate  by reference is considered to be part of this  Prospectus.
Because we are  incorporating by reference our future filings with the SEC, this
Prospectus  is  continually  updated  and those  future  filings  may  modify or
supersede  some  or all of the  information  included  or  incorporated  in this
Prospectus.  This  means  that you must look at all of the SEC  filings  that we
incorporate  by  reference  to  determine  if  any  of the  statements  in  this
Prospectus or in any document  previously  incorporated  by reference  have been
modified or superseded.  This Prospectus incorporates by reference the documents
listed  below and any future  filings  we will make with the SEC under  Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934  until the
selling  stockholders  sell  all of  our  common  stock  registered  under  this
Prospectus:

     - Our Annual  Report on Form  10-K for the year ended  December  31, 2005
filed with the SEC on March 30, 2006;

     - Our Annual Report on Form  10-K/A for the year ended  December 31, 2005
filed with the SEC on August 31, 2006;

     - Our Proxy Statement for the Annual Meeting of  Shareholders  held on June
15, 2006 filed with the SEC on April 21, 2006;

     - Our Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006
filed with the SEC on May 16, 2005;

     - Our  Quarterly  Report on Form 10-Q for the quarter ended June 30, 2006
filed with the SEC on August 15, 2006;

     - Our Quarterly  Report on Form 10-Q for the quarter ended  September 30,
2006 filed with the SEC on November 14, 2006;

     - Our  Current  Reports on Form 8-K filed  with the SEC on March 10,  2006;
August 14,  2006,  September 1, 2006,  November 13, 2006,  November 21, 2006 and
Form 8-K/A filed on November 30, 2006;

     - 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; and

     - 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.
                                       11
The  information  about us  contained  in this  Prospectus  should  be read
together with the information in the documents  incorporated  by reference.  You
may  request a copy of any or all of these  filings,  at no cost,  by writing or
telephoning us at. Ocean Bio-Chem,  Inc., 4041 SW 47th Avenue,  Fort Lauderdale,
Florida 33314, (954) 587-6280.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  Company  hereby  incorporates  by  reference  into  this  Registration
Statement the documents  listed below. In addition,  all documents  subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of the filing of such documents:

     - Our Annual  Report on Form  10-K for the year ended  December  31, 2005
filed with the SEC on March 30, 2006;

     - Our Annual Report on Form  10-K/A for the year ended  December 31, 2005
filed with the SEC on August 31, 2006;

     - Our Proxy Statement for the Annual Meeting of  Shareholders  held on June
15, 2006 filed with the SEC on April 21, 2006;

     - Our Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006
filed with the SEC on May 16, 2005;

     - Our  Quarterly  Report on Form 10-Q for the quarter ended June 30, 2006
filed with the SEC on August 15, 2006;

     - Our Quarterly  Report on Form 10-Q for the quarter ended  September 30,
2006 filed with the SEC on November 14, 2006;

     - Our  Current  Reports on Form 8-K filed  with the SEC on March 10,  2006;
August 14,  2006,  September 1, 2006,  November 13, 2006,  November 21, 2006 and
Form 8-K/A filed on November 30, 2006;

     - 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;

     - 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.
                                       12
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.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     One of our  directors,  Laz.  Schneider  is a partner at Berger  Singerman,
P.A.,  a law firm that  serves as our lead  counsel  in  various  corporate  and
litigation  matters.  Mr.  Schneider is the holder of options to purchase 40,000
shares of our common stock.  All of these options are fully vested.  The average
exercise price of the options is $1.21.  The  expiration  dates are from 2012 to
2016.

Item 6.  Indemnification of Directors and Officers.

     The  Company's  By-laws  provide that it shall  indemnify  its officers and
directors and former  officers and directors to the fullest extent  permitted by
law.  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.
                                       13
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
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.
The  Company'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.
                                       14
Item 7.  Exemption from Registration Claimed.

     The shares issued to our executive  officers,  directors and employees upon
exercise of their incentive stock options granted under our 1992 Incentive Stock
Option Plan were exempt from  registration  under Section 4(2) of the Securities
Act of 1933, as amended.  Each of the option holders  exercised their options in
reliance upon Section 4(2) of the Securities Act of 1933,  because each of these
holders  was  knowledgeable,  sophisticated  and  had  access  to  comprehensive
information  about us. We placed  legends on the  certificates  stating that the
securities  were not  registered  under  the  Securities  Act and set  forth the
restrictions on their  transferability and sale. We have filed this registration
statement on Form S-8 to register the resale of these shares.

Item 8.  Exhibits.

     4.1 Ocean Bio-Chem,  Inc. 1992 Incentive Stock Option Plan (incorporated by
reference to the Form S-8  Registration  Statement  filed by the Ocean Bio-Chem,
Inc. on February 02, 2004).

     10.11 Ocean Bio-Chem,  Inc. 1992 Incentive Stock Option Plan  (incorporated
by reference to Form S-8 filed with the United  States  Securities  and Exchange
Commission on June 24, 1994).

     23.1 Consent of Levi Cahlin & Co.

     23.2 Consent of Berkovits, Lago and Company, LLP.

     24.1 Power of Attorney (included in the signature page)

Item 9.  Undertakings.

The undersigned Company 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.

     (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 SEC by the Company  pursuant
to Section 13 or Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in this Registration Statement.
                                       15
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  Company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the Company'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
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC 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 Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company 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 Company 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.
                                       16
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ocean Bio-Chem, Inc.
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 22nd day
of December, 2006.

                                                 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 this 22nd day of December, 2006.

SIGNATURE                               TITLE

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

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

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

/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

                                       17
EXHIBIT INDEX

Exhibit
Number

     4.1 Ocean Bio-Chem,  Inc. 1992 Incentive Stock Option Plan (incorporated by
reference to the Form S-8  Registration  Statement  filed by the Ocean Bio-Chem,
Inc. on February 02, 2004).

     10.1 Ocean Bio-Chem, Inc. 1992 Incentive Stock Option Plan (incorporated by
reference  to Form S-8 filed  with the United  States  Securities  and  Exchange
Commission on June 24, 1994).

     23.1 Consent of Levi Cahlin & Co.

     23.2 Consent of Berkovits, Lago and Company, LLP.

     24.1 Power of Attorney (included in the signature page)

                                       18
Exhibit 23.1

                CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

     We hereby  consent to the  incorporation  by reference  in Ocean  Bio-Chem,
Inc.'s 1992 Incentive Stock Option Plan's Registration  Statement on Form S-8 of
our  report  dated  March  22,  2006  relating  to  the  consolidated  financial
statements  which appear in Ocean Bio-Chem,  Inc.'s Annual Report on Form 10-K/A
for the year ended  December 31, 2005,  filed with the  Securities  and Exchange
Commission on August 31, 2006 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.

LEVI, CAHLIN & CO.
North Miami Beach, Florida
December 22, 2006

                                       19
Exhibit 23.2

                CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

     We hereby  consent to the  incorporation  by reference  in Ocean  Bio-Chem,
Inc.'s 1992 Incentive Stock Option Plan's Registration  Statement on Form S-8 of
our  report  dated  March  25,  2004  relating  to the  consolidated  statements
operations, shareholders' equity, and cash flows for the year ended December 31,
2003 which appear in Ocean Bio-Chem, Inc.'s Annual Report on Form 10-K/A for the
year ended December 31, 2005, filed with the Securities and Exchange  Commission
on  August  31,  2006  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
Fort Lauderdale, Florida
December 22, 2006

                                       20
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 143,000 shares of the Common Stock of the
Company to be sold by  shareholders,  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 on the 22nd day
of December, 2006.

SIGNATURES                                   TITLE

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

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

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

/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

                                       21