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): December 10, 2006


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

       Florida                            2-11102                 59-1564329
(State or Other Jurisdiction     (Commission File Number)      (I.R.S. Employer
of Incorporation)                                            Identification No.)

               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 1.01  Entry Into a Material Definitive Agreement

     The  Company  previously  was  extended  a  subordinated  revolving  credit
facility  by Peter G.  Dornau,  its  President  and  certain  affiliates  of the
President,  in the aggregate amount of One Million Dollars effective October 18,
2005.  This  subordinated  revolving  credit  facility was  increased  effective
December 6, 2005 to One Million  Five  Hundred  Thousand  Dollars.  The facility
bears  interest  at the  rate of prime  plus  two  (2%)  per cent for all  funds
advanced and has a term of five (5) years.

     Additionally,  the credit  included  privileges  for the lender  whereby it
could be converted into shares of common stock of the Company at any time to the
extent of the  outstanding  loan at the rate of $1.00 per  share (a  maximum  of
1,500,000 shares). Such price represents a premium over the market value and net
book value of the underlying shares on the date it was fixed.

     In conjunction  with this  arrangement,  Mr. Dornau notified the Company on
November  10, 2006 that he is  exercising  his rights to convert $1.5 million of
this  obligation  into  1.5  million  shares.   Such  transaction  was  approved
unanimously by the members of our Board of Directors (with Mr. Dornau abstaining
from the vote).

Item 1.02   Termination of a Material Definitive Agreement

     The  information  included in Item 1.01 of the Current Report - Form 8-K is
incorporated by reference into this Item 1.02.

Item 3.02   Unregistered Sale of Equity Securities

     The  information  included in Item 1.01 of the Current Report - Form 8-K is
incorporated by reference into this Item 3.02.

Item 9.01(d) Exhibits - None

                                   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.

December 13, 2006
                                     Ocean Bio-Chem, Inc.


                                     /s/ Edward Anchel
                                     Edward Anchel
                                     Chief Financial Officer