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 reported): April 11, 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                                             Identifiecation 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 3.01 - Notice of  Delisting a Failure to Satisfy a  Continued  Listing
Rule or Standard: Transfer of Listing


     The Company was advised by The NASDAQ Stock Market on April 11, 2005,  that
it had failed to comply  with  Marketplace  Rule  4350(i)(1)(A)  which  requires
shareholder approval of stock grants.

     The  grants   referred  to  in  the  Notice  from  NASDAQ  were  issued  as
compensation to employees in 2005, 2004, 2003, 2002, 2001 and 2000. An aggregate
of 768,500  shares were  granted  for which  shareholder  approval  had not been
obtained.

     The Company is submitting all of these grants for approval and ratification
by the  shareholders  of  the  Company  at its  forthcoming  Annual  Meeting  of
Shareholders on June 1, 2005.

     Further,  the Company is filing a Notification  Form: Listing of Additional
Shares for all additional shares which were issued as stock grants in accordance
with NASDAQ requirements.

     The  Company is also  seeking  ratification  from its  shareholders  of its
modification in 2004 of stock options for 115,000 shares each granted to Messrs.
Dornau and Tieger in 1999.

     To regain  compliance,  NASDAQ has granted the Company an extension of time
through the forthcoming Shareholders' Meeting.


                                   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 15, 2005
                                              Ocean Bio-Chem, Inc.


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