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): August 25, 2008


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

Florida                                  0-11102                 59-1564329
(State or Other                     (Commission File         (I.R.S. Employer
Jurisdiction of Incorporation)           Number)             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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     a) On August 20,  2008,  the audit  committee  of the board of directors of
Ocean Bio Chem. Inc., approved a change in the Company's independent  registered
public  accounting  firm. The audit committee  approved the engagement of Kramer
Weisman and  Associates  LLP, to serve as the Company's  independent  registered
public  accounting  firm on August 21, 2008 and dismissed  Berenfeld,  Spritzer,
Shechter & Sheer as of the same date.

     The audit reports of Berenfeld, Spritzer, Shechter & Sheer on the Company's
consolidated  financial  statements  as of and for the years ended  December 31,
2006 and 2007 did not contain an adverse opinion or a disclaimer of opinion, and
were not  qualified  or modified as to  uncertainty,  audit scope or  accounting
principles.

     During the years ended  December  31, 2006 and 2007 and through  August 20,
2008, there were (i) no disagreements with Berenfeld, Spritzer, Shechter & Sheer
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure,  or  auditing  scope  or  procedure,  that  if not  resolved  to the
satisfaction of Berenfeld,  Spritzer,  Shechter & Sheer, would have caused it to
make reference to the subject matter of such disagreements in its reports on the
Company's  financial  statements for such periods and (ii) no reportable  events
(as defined in Item 304(a)( I )(v) of Regulation S-K).

     The Company has provided Berenfeld,  Spritzer, Shechter & Sheer with a copy
of this report and requested that Berenfeld,  Spritzer, Shechter & Sheer furnish
it with a letter  addressed to the  Securities and Exchange  Commission  stating
whether it agrees with the  statements  made by the company  herein and, if not,
stating  the  respects in which it does not agree.  The letter  from  Berenfeld,
Spritzer, Shechter & Sheer to the Securities and Exchange Commission dated as of
August 21, 2008 is attached as Exhibit 16.1 to this report.

     b) The audit  committee  approved  the  engagement  of Kramer  Weisman  and
Associates  LLP  as  Ocean  Bio  Chem.  Inc.'s  independent   registered  public
accounting  firm for the fiscal year ending  December 31,  2008,  and to perform
procedures  related to the  financial  statements to be included in of Ocean Bio
Chem. Inc.'s quarterly report on Form l0-Q,  beginning with, and including,  the
quarter ending  September 30, 2008.  During the two most recent fiscal years and
through  August 20,  2008,  Ocean Bio Chem.  Inc.  did not  consult  with Kramer
Weisman and  Associates LLP regarding  either (i) the  application of accounting
principles  to any specific  completed or proposed  transaction,  or the type of
audit opinion that might be rendered on the company's financial statements,  nor
did Kramer  Weisman and  Associates  LLP  provide  written or oral advice to the
company that Kramer Weisman and Associates LLP concluded was an important factor
considered by the company in reaching a decision as to the accounting,  auditing
or financial reporting issue or (ii) any matter that was either the subject of a
disagreement  (as  defined  in Item  304(a)(  I )(iv)  of  Regulation  S-K) or a
reportable  event (as defined in Item  304(a)(1)(v) of Regulation  S-K).  Kramer
Weisman and  Associates  LLP has  informed  the company  that it  completed  its
prospective client acceptance process on August 21, 2008.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits:
     16.1  Letter  from  Berenfeld,  Spritzer,  Shechter  &  Sheer  LLP  to  the
Securities and Exchange Commission dated August 21, 2008.

                                        2

                                    SIGNATURE

     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 hereunto duly authorized.

Date: August 22, 2008                  Ocean Bio-Chem, Inc.



                                       By:   /s/ Peter G. Dornau
                                       Name:     Peter G. Dornau
                                       Title:    Chairman of Board of Directors
                                                 and Chief Executive Officer































                                       3

                                    EXHIBIT

  Letter dated August 21, 2008 from Berenfeld, Spritzer, Shechter & Sheer LLP
             to the United States Securities and Exchange Commission


Berenfeld, Spritzer, Shechter & Sheer LLP
Certified Public Accountants and Consultants
401 East Las Olas Boulevard, suite 1090
Ft. Lauderdale,  Fl 33301


August 21, 2008

Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549


Commissioners:

     We have read the comments  made by Ocean  Bio-Chem,  Inc.  (copy  attached)
which we understand  will be filed with the Commission  pursuant to Item 4.01 of
Form 8-K, as part of the  Company's  Form 8-K report dated  August 22, 2008.  We
agree with the statements concerning our Firm in such Form 8-K.

Yours truly,



/s/ Berenfeld, Spritzer, Shechter & Sheer LLP
    Berenfeld, Spritzer, Shechter & Sheer LLP