UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                  _____________

                                    Form 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reportedly): April 4, 2005


                              OCEAN BIO-CHEM, INC.
               (Exact name of registrant as specified in charter)

    Florida                            2-70197                    59-1564329
(State or  Other                 (Commission File Number)     (I.R.S. Employer
Jurisdiction  of                                             Identification No.)
Incorporation)


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

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

                                 Not Applicable
          (Former name or former address, if changes since last report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))




Item 3.02 - Unregistered Sale of Equity Securities

     On April 4, 2005, the Company's Board of Directors  granted an aggregate of
122,000  shares of its common stock to twelve of its employee as bonuses for the
fiscal year ended  December  31,  2004.  The Company  issued these shares to its
employees in reliance upon Section 4(2) of the Securities  Act,  because each of
them  was   knowledgeable,   sophisticated   and  had  access  to  comprehensive
information  about the Company.  The Company placed  restrictive  legends on the
certificates   stating  that  the  securities  were  not  registered  under  the
Securities Act and set forth their restrictions on transferability and sale.

                                   SIGNATURES

     Pursuant to the  requirements  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.


April 4, 2005
                                                     Ocean Bio-Chem, Inc.


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