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):  September 28, 2007


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

       Florida                       0-11102                      59-1564329
    (State or Other             (Commission File Number)      (I.R.S. Employer
Jurisdiction of Incorporation)                               Identification No.)

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


                         Registrant's telephone number,
                              including area code:

                                 (954) 587-6280


                                 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 5.03 - Amendment to Articles of Incorporation  or By-Laws;  Changes in
Fiscal Year.

     (a) The Board of Directors  of the Company  adopted an Amendment to Section
6.2 of the By-Laws of the Company  effective  September 27, 2007.  The Amendment
permits  the  issuance  of  non-certificated  shares in  accordance  with recent
requirements of the NASDAQ market.

     Item 9.01 Financial Statements and Exhibits

     (1) Exhibit - Section 6.2 of the By-Laws of the Company, as amended.


                                   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.

Dated: September 27, 2007

                              Ocean Bio-Chem, Inc.

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









                                                                        Exhibit


     6.2 Issuance

     The  shares  of the  Corporation  shall  be  represented  by  certificates,
provided that the Board may provide by resolution  or  resolutions  that some or
all of any or all classes or series of its stock shall be uncertificated  shares
(book  entry  ownership).   Any  such  resolution  shall  not  apply  to  shares
represented  by a  certificate  until such  certificate  is  surrendered  to the
Corporation. Certificates representing shares of the Corporation shall be signed
by the chief executive officer or the president, or a vice president, and by the
chief financial  officer or treasurer or the secretary,  any of whose signatures
may be a facsimile.  The Board may in its discretion appoint  responsible banks,
trust  companies  or other  professionals  from time to time to act as  transfer
agents  and  registrars  of  the  stock  of  the  Corporation,  and,  when  such
appointments  shall have been made,  no stock  certificate  shall be valid until
countersigned  by one of such  transfer  agents  and  registered  by one of such
registrars.  In case any officer,  transfer agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  it may be issued  by the  Corporation  with the same  effect as if such
person were such officer,  transfer agent or registrar at the date of issue. All
certificates shall include on their face written notice of any restrictions that
may be imposed on the  transferability of such shares and shall be consecutively
numbered or otherwise identified. If the Corporation is authorized to issue more
than one class of stock or more than one series of any class,  then the  powers,
designations,  preferences,  and  relative,  participating,  optional  or  other
special  rights of each class or series and the  qualifications,  limitations or
restrictions  of such  preferences  and/or  rights shall be set forth in full or
summarized on the face or back of the  certificate  that the  Corporation  shall
issue to represent such class or series of stock.  Provided,  however,  that, in
lieu of the foregoing requirements there may be set forth on the face or back of
the certificate that the Corporation issues to represent such class or series of
stock a statement  that the  Corporation  will  furnish  without  charge to each
stockholder who so requests the powers, designations, preferences, and relative,
participating, optional or other special rights of each class or series of stock
and the  qualifications,  limitations or restrictions of such preferences and/or
rights.