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


July 26, 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 19, 2006

Dear Mr. Decker:

     This letter is being  written in response to the United  States  Securities
and Exchange Commission's  ("Commission")  correspondence of July 19, 2006 (copy
attached)  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.

     1. We have  read the  Commission's  comment  relative  to the  Subordinated
Revolving Note Payable to Mr. Dornau and affiliates.  As previously submitted to
the Commission our calculation of the amount of allocation between Notes Payable
and Additional Paid-in Capital aggregated $310,898 at December 31, 2005 and such
amount will be amortized over the term of the debt (five (5) years)  utilizing a
straight-line  method.  The  reclassification  and related amortized interest of
$31,090 will be  reflected in our Form 10-Q for the quarter  ended June 30, 2006
and  interest  will  continue  to be  amortized  and  charged to  operations  in
prospective filings with the Commission, where appropriate.


     2. 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  amount  included  in our  previous  response,  $221,897  was  the  computed
compensation  cost as of the  measurement  date (date of modification - March 4,
2004).  The Commission  has requested that we supply the Intrinsic  Value of the
options at that date. Such computation  would result in a value of $178,332.  As
these options were fully vested at the date of modification and pursuant to FASB
Interpretation  44, it  appears  that the  Intrinsic  Value  should be booked as
compensation cost and the difference  between the Fair Value and Intrinsic Value
($221,897 - $178,332 = $43,565) would be disclosed  pro-forma  compensation cost
pursuant to APB 25. These amounts are material to our financial  statements and,
as suggested  in the  Commission's  letter of July 19, 2006,  such items will be
reflected as a restatement  in our amended Form 10-K for the year ended December
31, 2005.



Mr. Rufus Decker
July 26, 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 now understand the
requirement to restate our financial  statements as of December 31, 2005 and the
year then ended for the matters  discussed in paragraph 2., above.  We will make
the other changes discussed in the Commission's letters of May 10, 2006, May 26,
2006,  July 7,  2006 and  July 19,  2006  and our  respective  responses,  where
applicable, in prospective filings with the Commission.

Very truly yours,

/S/ PETER G. DORNAU

Peter G. Dornau
President and Chief Executive Officer






























                                                         2