SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    Form 8-K

                     Pursuant to Section 13 or 15(d) of the

                       Securities and Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 29, 2003


                              OCEAN BIO-CHEM, INC.

               (Exact name of registrant as specified in charter)

          Florida                     2-70197                   59-1564329
       (State or other         (Commission File Number         (IRS Employer
         jurisdiction                                        Identification No.)
       of Incorporation)

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

        Registrant's telephone number, including area code: 954/587-6280







Item 2.  Acquisition or Disposition of Assets

     On December 23, 2003, the Registrant executed a Letter of Intent to acquire
the operating assets of Clear Cote Corporation ("Clear Cote") of St. Petersburg,
Florida.  Clear Cote has conducted  operations as a privately owned manufacturer
and distributor of polyester resins, epoxies and related products to the marine,
automotive  and home  furnishings  markets since 1988. The assets to be acquired
are trade receivables,  inventories,  equipment, and intangibles including trade
names, trademarks,  formulations,  customer list, etc. The contemplated purchase
price will include a cash payment,  assumption of certain  trade  payables,  and
issuance  of  two  (2)  notes;  one  guaranteed  and  one  dependent  on  future
profitability of the operation under the Registrant's  control.  The transaction
is  contingent  upon the  results  of an  Acquisition  Review,  approval  of the
Registrant's Board of Directors, obtaining acceptable bank financing, assignment
to the  Registrant  of Clear Cote's  current  facility  lease,  and receipt of a
favorable  environmental  study of the leased property.  The parties  anticipate
satisfactory  resolution of the foregoing  matters and a closing in late January
or early February, 2004.

                                   SIGNATURES

     Pursuant to the  requirement  of the  Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                OCEAN BIO-CHEM, INC.

Date:    December 29, 2003                     By:     /s/ Peter G. Dornau
                                                       -------------------------
                                               Name:    Peter G. Dornau
                                               Title:   Chairman of the Board of
                                                          Directors and Chief
                                                          Executive Officer

Date:    December 29, 2003                     By:     /s/ Edward  Anchel
                                                       -------------------------
                                               Name:    Edward Anchel
                                               Title:   Chief Financial Officer