OCEAN BIO-CHEM, INC.
                                4041 SW 47 AVENUE
                         FORT LAUDERDALE, FLORIDA 33314
                                 (954) 587-6280


July 17, 2006


Mr. Rufus Decker
Accounting Branch Manager
United State Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549-7010

                             RE:  OCEAN BIO-CHEM, INC.
                                  Form 10-K for the year ended December 31, 2005
                                  File No. 0-11102
                                  Your letter of July 7, 2006

Dear Mr. Decker:

     This letter is being  written in response to the United  States  Securities
and Exchange Commission's ("Commission") correspondence of July 7, 2006 relating
to our filing on Form 10-K for the year ended  December  31,  2005 and Form 10-Q
for the quarter ended March 31, 2006. The numbers used in our responses refer to
those item numbers contained in the aforementioned Commission correspondence.

     2. We have read your comments and in order to further clarify our position,
we  offer  the   following   explanation.   Leasehold   improvements   represent
modifications  to the  building  we lease  from an  entity  50% owned by each of
Messrs.  Peter G. Dornau and Jeffrey J. Tieger, our President and Vice President
- - Advertising,  respectively. The Company has operated in this facility since it
was constructed and anticipates  that it will do so in all foreseeable  periods.
The current  lease term  matures  during May,  2008 and we  anticipate  that the
Company will exercise its option for an additional  ten years at that time.  Our
amortization period of the underlying  improvements is over a period that is the
shorter of the useful life of the assets or the lease period (including intended
renewals).  Accordingly,  it is our belief that our  amortization  of  leasehold
improvements is consistent with prevailing accounting standards.

     3. We have made a computation of the value of the warrants  associated with
the  Subordinated  Revolving  Note Payable to Mr.  Dornau and  Affiliates.  Such
computation  is  presented  below.   The  computation   suggests  an  allocation
aggregating $310,898 reducing the gross notes payable and increasing  Additional
Paid-in  Capital.  Except for the  non-recognition  of  amortization of the note
discount during the fourth quarter of 2005(which we believe not to be material),
such  allocation  is a  reclassification  of  balances  that  does not alter the
balance sheet footings.  Accordingly, it represents a reclassification that will
be made in our financial  statements  contained in prospective  filings with the
Commission  utilizing the accepted  language  "certain items in the accompanying
consolidated  financial  statements  for the years ended  December 31, 2005 have
been reclassified to conform with the 2006 presentation."



Mr. Rufus Decker
July 17, 2006


                              Ocean Bio-Chem, Inc.
        Revolving Subordinated Notes Payable - Peter Dornau & Affiliates
                Value of Warrants using the Black-Scholes Formula


Warrant Issue Date                                 12/6/05              10/18/05
Prior day closing Stock Value                        $0.76                 $1.05
Exercise Price                                       0.836                 1.133

Interest Rate (risk free) (1)                         4.5%                  4.5%
Dividend Rate                                         0.0%                  0.0%
Years until Expiration                             5 Years               5 Years
Annual Standard Deviation of Stock Returns          33.56%                33.56%


Black-Scholes Value per Share                        $0.26                 $0.36

Number of Shares                                   500,000               500,000

Value of Warrants issued                      $ 128,976.00          $ 181,922.00
Warrant Holders


1 Approximate 5-year T-Bond Rate


     4. We have read your comments relating to the modification to those certain
stock options  granted to Messrs.  Dornau and Tieger in conjunction  with a loan
granted to the Company by an entity in which they are each 50%  co-shareholders.
The  compensation  cost at associated  with such stock option  modification  was
computed to aggregate  $221,897 and will be amortized over the remaining life of
the  underlying  options and be included in our disclosed  pre-adoption  of FASB
123(R) pro-forma  compensation cost in prospective  filings with the Commission,
where appropriate.

     5. We have read your  comments  relative  to our  Controls  and  Procedures
disclosures as contained on page 11 of Form 10-Q for the quarter ended March 31,
2006. Our  disclosures in prospective  filings with the Commission  will clearly
indicate our  conclusion as to whether our control and  procedures are effective
or ineffective..


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Mr. Rufus Decker
July 17, 2006


     As stated in our initial  response,  dated May 19, 2006, we are prepared to
file an amended Form 10-K filing for the year ended  December 31, 2005 including
the  corrected  Commission  file  number,  revised  report from our  Independent
Auditors and revised certifying officers'  certificates.  We will make the other
changes, where applicable, in prospective filings with the Commission subject to
your response to our above comments.

Very truly yours,

/S/ PETER G. DORNAU

Peter G. Dornau
President and Chief Executive Officer

































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