FORM 10-C

Securities and Exchange Commission
Washington, DC 20549

Report by issuer of securities quoted on The Nasdaq Stock Market, filed 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
and Rule 13a-17 or 15d-17 thereunder.

EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER: OCEAN BIO-CHEM, INC.

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 4041 SW 47TH AVENUE, FT. LAUDERDALE,
                                        FLORIDA, 33314

ISSUER'S TELEPHONE NUMBER(INCLUDING AREA CODE): (954) 587-6280

I. Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:

1. Title of security:    Common Stock
2. Number of shares outstanding before the change:  3,515,169
3. Number of shares outstanding after the change:   3,690,927
4. Effective date of change:   May 15, 1996
5. Method of change:  5% Stock Dividend
Specify method (such as merger, aquisition, exchange, distribution,etc)

Give brief description of transaction: dividend of 1 share for every 20 shares 
owned.

II. Change in Name of Issuer

1. Name prior to change:  N/A
2. Name after change: N/A
3. Effective date of charter amendment changing name: N/A
4. DAte of shareholder approval of change, if required: N/A

May 10, 1996     /S/ Julio De Leon     V.P. Finance
Date              OFFICER'S SIGNATURE AND TITLE