SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No. )

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                                         only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                              Ocean Bio-Chem, Inc.
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                (Name of Registrant as Specified in Its Charter)
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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                              OCEAN BIO-CHEM, INC.
                              4041 S. W. 47 Avenue
                         Fort Lauderdale, Florida 33314



                                 April 28, 2006

To our Stockholders:

     I am pleased to invite you to attend the Annual Meeting of  Stockholders of
Ocean Bio-Chem,  Inc. to be held on Thursday, June 15, 2006 at 10:00 a.m. at the
Company's  corporate  offices located at 4041 S. W. 47 Avenue,  Fort Lauderdale,
Florida 33314.

     Details regarding admission to the meeting and the business to be conducted
are more fully described in the accompanying  Notice of Annual Meeting and Proxy
Statement.

     YOUR  VOTE IS  IMPORTANT.  Whether  or not you plan to  attend  the  Annual
Meeting in person,  you are  requested  to complete,  date,  sign and return the
enclosed proxy card in the enclosed envelope.  If you attend the Annual Meeting,
you may vote in person if you wish,  even if you previously  returned your proxy
card.

     We appreciate your support and continued interest in Ocean Bio-Chem, Inc.


                                 Sincerely,




                                 /s/ PETER G. DORNAU
                                 -----------------------
                                 Peter G. Dornau
                                 Chief Executive Officer





                              OCEAN BIO-CHEM, INC.
                              4041 S. W. 47 Avenue
                         Fort Lauderdale, Florida 33314


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Stockholders:

     Our Annual Meeting of Shareholders of the Company will be held on Thursday,
June 15, 2006 at 10:00 a.m. at our  corporate  offices  located at 4041 S. W. 47
Avenue, Fort Lauderdale, Florida 33314 for the following purposes:

     1. To elect  seven  directors  to serve  until the next  Annual  Meeting of
Shareholders or until their successors shall be elected and qualified;

     2. To approve and ratify  grants of the Company's  restricted  common stock
previously issued to employees as compensation;

     3. To approve and ratify the revolving line of credit in the maximum amount
of up to $1.5 million from Peter G. Dornau,  our President  and Chief  Executive
Officer,  to our Company and warrants  previously  granted to Peter G. Dornau in
connection with this credit facility.

     4. To ratify  the  appointment  of Levi,  Cahlin & Co.  as our  independent
certified public accountants for the year ending December 31, 2006;

     5. To transact such other and further  business as may properly come before
the meeting.

     Only  shareholders of record at the close of business on April 17, 2006 are
entitled to notice of and to vote at the Annual Meeting or any  postponements or
adjournments thereof.

     Whether  or not you plan to attend the  Annual  Meeting in person,  you are
requested to  complete,  date,  sign and return the  enclosed  proxy card in the
enclosed envelope.  If you attend the Annual Meeting,  you may vote in person if
you wish, even if you previously returned you proxy card.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE AND
IN FAVOR OF EACH PROPOSAL.

                                 By Order of the Board of Directors




                                 /s/ PETER G. DORNAU
                                 -----------------------
                                 Peter G. Dornau
                                 Chief Executive Officer

Fort Lauderdale, Florida
April 28, 2006






                       PROXY STATEMENT FOR ANNUAL MEETING
                                 OF SHAREHOLDERS
                            To Be Held June 15, 2006

     General We are  providing  these proxy  materials  in  connection  with the
solicitation by the Board of Directors of Ocean Bio-Chem,  Inc. of proxies to be
voted  at  our  Annual  Meeting  of  Shareholders  and at  any  postponement  or
adjournment of this meeting. Our Annual Meeting will be held on June 15, 2006 at
the  offices of Ocean  Bio-Chem,  Inc.  located at 4041 S.W.  47th  Avenue,  Ft.
Lauderdale,  Florida 33314. In this proxy  statement,  Ocean  Bio-Chem,  Inc. is
referred to as the "Company," "we," "our" or "us."

     Our principal  executive offices are located at 4041 S.W. 47th Avenue,  Ft.
Lauderdale,  Florida 33314. Our proxy statement and the accompanying  proxy card
are  first  being  mailed  to our  shareholders  on or  about  April  28,  2006.
Outstanding Securities and Voting Rights

     Only  holders of record of our  common  stock at the close of  business  on
April 17, 2006, the record date,  will be entitled to notice of, and to vote at,
the Annual  Meeting.  On that date, we had 5,978,316  shares of our common stock
issued and  outstanding.  Each share of common  stock is entitled to one vote at
the Annual  Meeting.  However,  an  aggregate of 129,000 of these shares are not
entitled to vote until we obtain  shareholder  approval of these grants.  Please
see "Proposal 2.  Ratification of stock grants previously issued to employees as
compensation" on page 16 of this Proxy Statement.

     A majority of the  outstanding  shares of common stock present in person or
represented by proxy constitutes a quorum for the transaction of business at the
Annual Meeting.  Abstentions  and broker  "non-votes" are counted as present and
entitled to vote for purposes of determining  whether a quorum exists. A "broker
non-vote"  occurs when a nominee holding shares for a beneficial  owner does not
vote on a particular  proposal  because the nominee does not have  discretionary
voting power with respect to that item and has not received voting  instructions
from the  beneficial  owner.

     In tabulating the voting results for any proposal,  shares that  constitute
broker  non-votes are not considered  entitled to vote on that  proposal.  Thus,
broker non-votes will not affect the outcome of any matter being voted on at the
meeting assuming a quorum is obtained.  Abstentions will have the same effect as
a vote  against a  proposal.

Proxy  Voting

     Shares for which proxy cards are properly  executed  and  returned  will be
voted at the Annual Meeting in accordance  with the directions  given or, in the
absence of  directions,  will be voted "FOR" Proposal 1- the election of each of
the  seven  nominees  to  the  Board  named  herein,  "FOR"  Proposal  2  -  the
ratification of stock grants previously issued to our employees as compensation,
"FOR"  Proposal  3 -the  ratification  of the  revolving  line of  credit in the
maximum amount of up to $1.5 million  ("Credit  Facility") from Peter G. Dornau,
our  President  and  Chief  Executive  Officer,  to  our  Company  and  warrants
previously  granted to Peter G. Dornau in connection  with this Credit  Facility
and `FOR" Proposal 4 - the ratification of Levi, Cahlin & Co. as our independent
certified public accountants. If, however, other matters are properly presented,
the  person  named in the  proxies in the  accompanying  proxy card will vote in
accordance  with their  discretion  with respect to such matters.

     The manner in which your shares may be voted depends on how your shares are
held.  If you own shares of record  meaning that your shares of common stock are
represented by  certificates in your name so that you appear as a stockholder on
the records of our transfer agent,  Registrar & Transfer  Company,  a proxy card
for voting those shares will be included  within this Proxy  Statement.  You may
vote those shares by  completing,  signing and  returning  the proxy card in the
enclosed envelope.

     If you own shares in street name,  meaning that your shares of common stock
are  held  by a bank or  brokerage  firm,  you  may  instead  receive  a  voting
instruction  form with this Proxy  Statement  that you may use to instruct  your
bank or brokerage  firm how to vote your shares.  As with a proxy card,  you may
vote your shares by  completing,  signing and returning  the voting  instruction
form in the envelope provided.
                                       1

     All votes will be tabulated by  Inspector  of Elections  appointed  for the
Annual  Meeting,  who will separately  tabulate  affirmative and negative votes,
abstentions and broker non-votes. A list of the stockholders entitled to vote at
the Annual  Meeting will be available at the  Company's  office,  4041 S.W. 47th
Avenue,  Fort  Lauderdale,  FL 33314 for a period of ten (10) days  prior to the
Annual Meeting for examination by any stockholder.

Attendance and Voting at the Annual Meeting

     If you own common  stock of record,  you may attend the Annual  Meeting and
vote in person,  regardless of whether you have previously  voted by proxy card.
If you own common stock in street name, you may attend the Annual Meeting but in
order to vote your shares at the meeting,  you must obtain a "legal  proxy" from
the bank or brokerage firm that holds your shares.  You should contact your bank
or brokerage  account  representative  to learn how to obtain a legal proxy.  We
encourage you to vote your shares in advance of the Annual Meeting by one of the
methods  described above,  even if you plan on attending the Annual Meeting.  If
you have already  voted prior to the  meeting,  you may  nevertheless  change or
revoke your vote at the Annual Meeting in the manner described below.

Revocation

     If you own common  stock or record,  you may  revoke a  previously  granted
proxy at any time  before  it is voted by  delivering  to the  Secretary  of the
Company a written  notice of revocation or a duly executed proxy bearing a later
date or by attending the Annual  Meeting and voting in person.  Any  stockholder
owning  common  stock in street  name may  change or revoke  previously  granted
voting  instructions by contacting the bank or brokerage firm holding the shares
or by  obtaining  a legal proxy from such bank or  brokerage  firm and voting in
person at the Annual Meeting.

                                   MANAGEMENT

     The following  tables set forth the name and ages of our elected  directors
and officers of the Company, as of April 17, 2006.

     Name                           Office                                Age
------------------      -------------------------------------------       ----
Peter G. Dornau         President, Chief Executive Officer and             66
                          Director
Edward Anchel           Vice President-Finance, Chief Financial            59
                          Officer and Director
Jeffrey J. Tieger       Vice President - Advertising and Marketing,        62
                          Secretary and Director
William W. Dudman       Vice President-Operations                          41
Gregor M. Dornau        Vice President - Sales                             37
James M. Kolisch        Director                                           54
Laz L. Schneider        Director                                           66
John B. Turner          Director                                           58
Sonia B. Beard          Director                                           35

     Peter G. Dornau is our co-founder and has served as our President,  CEO and
Chairman of Board of Directors since 1973.

     Edward  Anchel  joined  our  company  as Vice  President-Finance  and Chief
Financial  Officer in March 1999. For the five years  immediately  preceding his
employment,  he was an officer of a privately owned manufacturing company and in
private practice as a Certified Public  Accountant.  He was initially elected to
serve as an outside Director of the Company in May 1998.

     Jeffrey  J.   Tieger   joined  our   company  in  June  1977  as  our  Vice
President-Advertising  and has served in that position  through the present date
and has served as a director since 1981.

     William  W.   Dudman   joined  our  company  in  April  2004  as  our  Vice
President-Operations. For the five years immediately preceding his employment he
had held various management positions within the marine industry,  most recently
with West Marine, Inc., our largest customer, from May 1999 to April 2004.
                                       2


     Gregor M. Dornau is the son of Peter G.  Dornau,  our  President  and Chief
Executive Officer.  He has been employed by the Company as a salesman since 1990
and during 2005 he was elected to serve as Vice President-Sales.

     James M. Kolisch  joined our Board of  Directors as an outside  director in
May 1998. Mr.  Kolisch has been engaged in the insurance  industry and served as
president of USI Florida,  or its  predecessor  company,  an entity that sources
most of the our  insurance  needs,  for a period  of  approximately  twenty-five
years. Mr. Kolisch serves on the Board of Directors' Audit Committee.

     Laz L.  Schneider is, and has been for the past five years,  an attorney in
private  practice and was elected to serve as an outside Director of the Company
during May 1998. Mr.  Schneider is a partner at Berger,  Singerman,  P.A., a law
firm  that  serves as our lead  counsel  in  various  corporate  and  litigation
matters.

     John B. Turner joined our Board of Directors in June 2002.  During the past
five years,  Mr. Turner has been  retired.  Prior to his  retirement,  he was an
insurance executive. In addition to his insurance credentials,  Mr. Turner holds
a  Series  7  stock  brokerage  license.  His  professional  experience  in  the
aforementioned  areas spans in excess of twenty-five years. Mr. Turner serves on
the Board of Directors' Audit Committee.

     Sonia B. Beard is a Florida  Certified Public  Accountant  working for Walt
Disney  World since 1997.  She  currently  holds the  position as the Manager of
Concept  Development for the Revenue Lines of Business of Walt Disney World. Ms.
Beard has in excess of twelve  years  financial  experience.  She is an  outside
director  and serves as the  Chairperson  and  Financial  Expert of the Board of
Directors' Audit Committee.

     All directors will serve until the next annual meeting of  shareholders  or
until their  successors are duly elected and  qualified.  Each officer serves at
the  discretion  of  the  board  of  directors.  There  are no  arrangements  or
understandings  between any of the  officers or directors of our Company and the
Company or any other persons pursuant to which any officer or director was or is
to be selected as a director or officer.

                    CORPORATE GOVERNANCE AND RELATED MATTERS

     The Board meets regularly  during the year to review matters related to our
company and to act on matters  requiring Board  approvals.  All persons who were
serving as directors  during  fiscal 2005 attended at least 75% of the aggregate
of the  meetings of the Board and  committees  of which they were  members.  Our
Board of  Directors  held two (2)  meetings  during the year ended  December 31,
2005,  at  which  all the  directors  were  present.  We have a  standing  Audit
Committee  and  our  nominating  committee  consists  of  our  entire  Board  of
Directors.  We do not  have  a  separate  compensation  committee.  The  Company
encourages,  but does not require,  its directors to attend the Company's Annual
Meeting of  Shareholders.  Last year,  all of the directors  attended the Annual
Meeting of Shareholders.

Audit Committee

     The  Audit  Committee   assists  the  Board  in  fulfilling  its  oversight
responsibility  relating to our financial  statements  and  financial  reporting
process,  the  qualifications,  independence  and performance of our independent
auditors,  the  performances  of our internal audit functions and our compliance
with legal and  regulatory  requirements.  The  members  of the Audit  Committee
during fiscal 2005 were Sonia B. Beard, our Chairperson,  James M. Kolisch,  and
John B. Turner.  The Board has designated Sonia B. Beard as the "audit committee
financial expert," as defined by Item 401(h) of Regulation S-K of the Securities
Exchange Act of 1934.The shareholders ratified a charter for the Audit Committee
at our Annual Meeting of  Shareholders  held on June 9, 2000. On March 24, 2004,
the Board of Directors adopted a Restated Audit Committee Charter.

     The Audit  Committee  met three times since last year's  Annual  Meeting of
Shareholders.   We  believe  that  all  members  of  the  Audit   Committee  are
independent, as defined in Rule 4200(a)(15) of the NASDAQ listing standards.

Nominating Committee

     Our entire  Board of  Directors  serves as our  Nominating  Committee.  Our
Nominating  Committee is responsible  for identifying  individuals  qualified to
                                       3

become members of the Board of Directors, and nominating persons for election as
directors  at the annual  meeting of  shareholders  and the  persons to fill any
vacancies  on the Board.  Our  Nominating  Committee  does not have a Nominating
Committee  Charter.  The Board of  Directors  does not believe  that the Company
would derive any significant benefit from a separate  nominating  committee or a
Nominating Committee Charter.

     Directors are not required to meet any specific or minimum  qualifications.
The Board  attempts to identify  persons who have the requisite  experience  and
expertise to be an asset to our Company.

     The Board will consider nominees for the Board of Directors  recommended by
shareholders.  Nominations by shareholders must be in writing,  must include the
full name of the proposed nominee, a brief description of the proposed nominee's
business  experience for at least the previous five years,  and a representation
that the  nominating  shareholder  is a beneficial or record owner of our common
stock.  Any such  submission  must also be accompanied by the written consent of
the  proposed  nominee to be named as a nominee  and to serve as a  director  if
elected. Nominations must be delivered to the Board at the following address:

         Board of Directors
         Ocean Bio-Chem, Inc.
         4041 SW 47th Avenue
         Fort Lauderdale, Florida 33314-4023

     The Board of  Directors  is  required  to  review  the  qualifications  and
backgrounds of all directors and nominees  (without  regard to whether a nominee
has been recommended by shareholders), as well as the overall composition of the
Board of  Directors,  and  recommend a slate of directors  to be  nominated  for
election at the annual meeting of shareholders,  or, in the case of a vacancy on
the Board of Directors, elect a director to fill such vacancy.

Controlled Company Status

     NASDAQ  marketplace  rules  require  that the board of  directors of NASDAQ
listed companies  consist of a majority of directors who are independent  within
the  meaning  of the  rules.  The  rules  also  impose  additional  independence
requirements  on members of certain  committees  of the Board.  The  Company has
determined that, except with respect to the required  independence of members of
the Audit  Committee,  it is exempt  from the  application  of these  rules as a
"controlled company," as defined in the rules. The Company believes it qualifies
as a controlled  company  under NASDAQ rules because more than 50% of the voting
power of its capital  stock is held by a single  group,  consisting  of Peter G.
Dornau and his son, Gregor M. Dornau.

Directors' Compensation

     During fiscal 2005,  our employee  directors did not receive any additional
or special compensation for serving as directors. Our non-employee directors did
not receive equity  compensation for their services in fiscal 2005.  However, on
April 3, 2006 each  outside  director  received  a grant of  options  to acquire
10,000 shares of our common stock at an exercise  price of $1.08 per share,  the
fair market value of the underlying  shares on the date of grant.  These options
are immediately exercisable and expire on April 2, 2016.

Compliance with Section 16(a) of the Securities Exchange Act

     Based  solely  on  reviews  of  Forms  3 and  4  furnished  to  us  by  the
aforementioned individuals, it was determined that no reporting person failed to
file a timely  submission  of ownership  changes and that we were in  compliance
with Rule 16(a)3(e) of the Exchange Act during our most recent fiscal year.

Shareholder Communications with the Board of Directors

     Any shareholder who wishes to send communications to the Board of Directors
should mail them addressed to the intended recipient by name or position in care
of:  Corporate  Secretary,  Ocean Bio-Chem,  Inc.,  4041 S.W. 47th Avenue,  Fort
Lauderdale,  FL 33314.  Upon receipt of any such  communications,  the Corporate
Secretary will determine the identity of the intended  recipient and whether the
communication  is  an  appropriate  shareholder  communication.   The  Corporate
Secretary will send all appropriate  shareholder  communications to the intended
recipient. An "appropriate shareholder  communication" is a communication from a
person  claiming to be a shareholder in the  communication  the subject of which
relates  solely to the sender's  interest as a shareholder  and not to any other
personal or business interest.
                                       4


     In the case of  communications  addressed  to the Board of  Directors,  the
Corporate  Secretary will send  appropriate  shareholder  communications  to the
Chairman of the Board. In the case of communications addressed to any particular
directors,   the  Corporate   Secretary   will  send   appropriate   shareholder
communications to such director.  In the case of  communications  addressed to a
committee  of  the  board,   the  Corporate   Secretary  will  send  appropriate
shareholder communications to the Chairman of such committee.


                             EXECUTIVE COMPENSATION:

     The following  table sets forth the amount of  compensation  for the fiscal
years ended  December 31, 2005,  2004,  and 2003 for Peter G. Dornau and each of
our executive  officers,  whose aggregate  compensation  exceeded $100,000 on an
annual basis (the "Named Executive Officers").




                           SUMMARY COMPENSATION TABLE

     Name and
  Principal Position                 Annual compensation                          Long term compensation
  -------------------              ----------------------------------------       ----------------------
                                                                                      Restricted
                                                                                         Stock           Options/
                                     Year           Salary           Bonus               Awards          SARs
                                     ----           --------         -------             ---------       -------
                                                                                          
  Peter G. Dornau, CEO               2005           $106,983         $11,500             $23,850(1)           -
                                     2004           $108,450         $13,000             $21,875(2)      50,000
                                     2003           $109,000         $12,000             $15,750(3)      25,000


  Edward Anchel, CFO                 2005           $ 97,804         $11,500             $23,850(1)            -
                                     2004           $ 96,900         $13,000             $21,875(2)      50,000
                                     2003           $100,400         $12,000             $15,750(3)      25,000


     William Dudman, VP              2005           $ 88,777         $ 8,000             $11,925(1)           -


    Gregor M. Dornau, VP             2005           $ 96,725         $ 8,000             $11,925(1)           -



     Messrs.  William  Dudman and Gregor  Dornau are only  reported for the year
ended  December  31,  2005 as they either did not reach the  required  reporting
threshold or were not officers in prior years.

     (1) Represents the aggregate value on the date of grant of restricted stock
awards  made on April 4, 2005 with  respect  to 30,000  shares of the  Company's
common  stock  awarded to each of Messrs.  Peter Dornau and Edward  Anchel,  and
15,000 shares of the Company's  common stock awarded to each of Messrs.  William
Dudman and Gregor Dornau, respectively based on the closing price on that date.

     (2)  Represents  the  aggregate  value on the date of grant of a restricted
stock award made on April 1, 2004 with respect to 35,000 shares of the Company's
common stock awarded each individual based on the closing price on that date.

     (3)  Represents  the  aggregate  value on the date of grant of a restricted
stock award made on June 16, 2003 with respect to 35,000 shares of the Company's
common stock awarded each individual based on the closing price on that date.
                                       5


Option Grants in Last Fiscal Year

     There were no stock options granted to our Named Executive  Officers during
the year ended December 31, 2005.

     In connection with a revolving line of credit in the maximum amount of $1.5
million made by Peter G. Dornau,  our President  and CEO, the Company  issued an
aggregate of 1 million  warrants to Mr. Dornau.  The warrants were issued in two
(2) tranches of 500,000  shares each,  with exercise  prices of $1.03 and $.863,
respectively  representing  the fair market value plus ten (10%) percent on each
grant  date.  Mr.  Dornau  has  agreed  not to  exercise  these  warrants  until
shareholder approval of the Credit Facility and the warrants is obtained. Please
see  "Proposal  3. To approve  and ratify  the  revolving  line of credit in the
maximum  amount of up to $1.5 million from Peter G. Dornau,  our  President  and
Chief Executive Officer, to our Company and warrants previously granted to Peter
G. Dornau in connection with this credit facility."

Aggregate Option Exercises in Fiscal 2004 and Option Values

     The  following  table sets forth  information  as to the  exercise of stock
options during the fiscal year ended  December 31, 2005, by our Named  Executive
Officers and the fiscal year-end values of unexercised options.



                       Shares                        Number of options/SAR's/            Value of in-the-money options/
                       acquired      Value        Warrants at end of fiscal year     SAR's at end of fiscal year (1)
Name                  by exercise   realized      exercisable       unexercisable     exercisable      unexercisable
----                  -----------   --------      -------------------------------     ------------------------------
                                                                                         
Peter G. Dornau         27,500     $ 14,301       1,162,500           55,500          $116,155             $      -
Edward Anchel           27,500       15,876          47,000           55,500                20                    5
Gregor M. Dornau        22,000       12,701          39,600           52,400                16                    4
                       -------       ------       ---------          -------          --------             --------
                        77,000     $ 42,878       1,249,100          163,400          $116,191             $      9
                       =======     ========       =========          =======          ========             ========


     (1) The value of  unexercised  "in-the-money"  options at December 31, 2005
was calculated by  determining  the  difference  between $1.03,  the fair market
value of the underlying  Common Stock at December 31, 2005 and the option price.
An option is "in-the-money"  when the fair market value of the underlying Common
Stock exceeds the exercise price of the option.

Stock Option Plans

     We have three stock  options  plans:  our 1994,  and 2002  Incentive  Stock
Option Plans (the "1994 Plan", and "2002 Plan") and the 2002 Non-Qualified Stock
Option Plan.  All of our employees are eligible to be selected to participate in
our 1994 and 2002  Qualified  Plans and in our 2002  Non-Qualified  Stock Option
Plan.  The  Plans are  administered  by the Board of  Directors,  which  selects
individuals to be  participants  and determines the type and number of awards to
be granted.  Our 1992 Incentive  Stock Option Plan was terminated  during April,
2002.  However,  as of April 17, 2006, we had 154,000 options  outstanding under
this 1992 Incentive Stock Option Plan.

     The option price for stock options granted under all Plans is stipulated to
be not less than the fair market  value of Common Stock on the date of grant and
the term of each option is fixed by the Committee. Options become exercisable as
determined by the Board of Directors.

    Other Benefits

     We  provide  our  executive  officers  and  employees  with  group  health,
hospitalization  and life insurance  plans.  We also maintain a SAR/SEP  Savings
Plan and a 401(k)  savings plan which are sponsored by two of our  subsidiaries,
Star brite  Distributing,  Inc.  and Kinpak Inc.,  respectively.  Both plans are
non-contributory by us and are entirely funded by employee contributions.
                                       6


             Securities authorized for issuance at December 31, 2005
                        under equity compensation plans:


                                                Number of securities      Weighted average          Number of securities
                                                 to be issued upon        exercise price of        remaining available for
                                                    exercise              outstanding options,      future issuance under
                                                                          warrants and rights     equity compensations plans
                                                --------------------      --------------------    --------------------------
                                                                                                 
Equity compensation plans approved
  by security holders:
    Plan stock options granted (1)
    Non plan stock options granted (2)               733,500                   $1.23                      466,500
                                                     231,000                     .76                         -

Equity compensation plans not approved
  by security holders:
    Stock options and restricted
      stock awards                                        -

Total equity compensation plans
  approved  and not  approved by                     -------                   -----                      -------
  security holders                                   964,500                   $1.12                      466,500
                                                     =======                   =====                      =======


     (1) Includes  320,000  options  granted under the 2002 Qualified  Incentive
Stock Option Plan,  115,000  options under the 2002  Non-Qualified  Stock Option
Plan and 165,000 options under the 1992 Qualified Incentive Stock Option Plan.

     (2) Includes 231,000 options granted to Messrs. Peter G. Dornau and Jeffrey
J. Tieger in conjunction  with a loan made to the Company by an entity 50% owned
by each of them.  An amendment  extending the maturity date of the options until
April 2009 was approved by the Company's  shareholders  at its Annual Meeting of
Shareholders held on June 1, 2005.

Restricted Stock Awards as Compensation

     During April 2005 we issued  122,000  shares of our common stock  bearing a
restricted  legend to certain officers and other key employees as a component of
their compensation.  At the date of grant the shares had a market value of $1.59
each. Shares were awarded as follows:

 Officers:
--------------------------------------------------
 Peter G. Dornau, President and CEO                     30,000 shares
 Edward Anchel, Vice President and CFO                  30,000 shares
 Jeffrey J. Tieger, Vice President and Secretary        15,000 shares
 William Dudman, Vice President                         15,000 shares
 Gregor M. Dornau                                       15,000 shares
                                                       -------
                                                       105,000 shares

 Other employees, as a group (7 individuals)            17,000 shares
                                                       -------

 Total restricted shares awarded                       122,000 shares
                                                       =======

     These  restricted  stock awards were  approved by our  shareholders  at our
Annual Meeting of Shareholders held on June 1, 2005.

     On April 3, 2006 , our Board of Directors  approved the issuance of 129,000
restricted  shares of our common stock  (including  105,000  shares to the above
named  officers).  Such shares are subject to  shareholder  ratification  at our
upcoming Annual Meeting of  Shareholders on June 15, 2006.  Please see "Proposal
2.  Ratification of stock awards previously issued to employees as compensation"
on page 13 of this Proxy Statement.
                                       7


                REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE ON
                             EXECUTIVE COMPENSATION
Executive Compensation Policy

         The Board of Directors (the "Committee") is responsible for setting the
policies and approving our practices in compensating our executive officers. In
carrying out its responsibility in 2005, the Committee considered the following:

         -our financial performance;

         -our policies and practices for compensation of employees generally;

         -our historical philosophy to reward according to merit, commitment to,
            and performance of, the Company.

     In  furtherance  of this  philosophy,  the  compensation  of our executives
generally consists of three components:  base salary, annual cash incentives and
long-term performance-based incentives.

Base Salaries

     The base salary of our executives is designed to be  competitive  with base
salaries paid to executives  with similar  responsibilities  and consistent with
the salaries paid in the applicable geographical areas.

Incentive Cash Bonuses

     Generally,  we award cash  bonuses to our  management  employees  and other
employees,  based on their  personal  performance  in the past year and  overall
performance of our company. Our Board of Directors  established a bonus pool for
fiscal 2005 and awarded bonuses to executives and other employee from this bonus
pool.

Long Term Compensation - Stock Option Grants

     We have utilized  stock options to motivate and retain  executive  officers
and other  employees for the  long-term.  We believe that stock options  closely
align the interests of our executive  officers and other employees with those of
our  shareholders and provide a major incentive to building  stockholder  value.
Options are typically granted annually, and are subject to vesting provisions to
encourage officers and employees to remain employed with the Company.

     The number of stock  options  granted to an executive is  determined by the
Board  of  Directors  and  depends  principally  upon an  individual's  level of
responsibility within the Company and performance by the individual. Since stock
options are granted at the  average  market  price on the date of grant and have
value only if the market price on the  underlying  common stock  increases,  and
since the  exercisability of options vests over a five (5) year period after the
grant date, the Board of Directors believes stock options provide an appropriate
long-term incentive for those receiving grants, as well as stability in the work
force. In addition we, from time to time,  award direct grants of our restricted
common  stock to  encourage  stock  ownership  and  retention of common stock by
employees.

Relationship between our Compensation Policies and Corporate Performance

     We believe that our  executive  compensation  policies  correlate  with our
corporate performance. Our stock options are usually granted at a price equal to
or above the fair  market  value of our  common  stock on the date of grant.  As
such,  our officers  only  benefit from the grant of stock  options if our stock
price  appreciates.  Generally,  we try to tie bonus  payments to our  Company's
financial   performance.   However,   if  an  individual  has  made  significant
contributions  to our company,  we will  provide  them with a bonus  payment for
their efforts even if our company's  financial  performance has not been strong.
                                       8

Compensation  of Chief  Executive  Officer

     Peter G. Dornau served as our Chief  Executive  Officer during fiscal 2005.
He received a base salary of $106,983,  a bonus of $11,500 and restricted  stock
valued at $23,850. Mr. Dornau's compensation is determined annually based on the
Company's  financial  and  operational   performance  for  the  preceding  year.

Performance Comparisons

     The following  chart  compares our Annual  Shareholder  Return for the five
years ended December 31, 2005 to the cumulative total shareholder  return of (a)
the NASDAQ  market US stocks,  and (b) the Industry  Index,  which is the NASDAQ
Non-Financial  Stocks index. This graph will not be deemed to be incorporated by
reference  into  any  filing  under  the  Securities  Act of 1933 or  under  the
Securities Act of 1934, except to the extent that we specifically incorporate it
by reference,  and will not otherwise be deemed to be soliciting  material or to
be filed under such Acts.

     We believe that no single peer index or peer company is totally  comparable
to our  business.  The peer indices  used to compare  total  shareholder  return
include  companies  which  supply  to  diverse  markets.   Some  of  our  direct
competitors are divisions that represent small portions of companies and are not
included in the peer  comparisons  since  information  is not available to us to
show those divisions separately from the parent.





                   ***Chart to be inserted in paper filings***




                     Cumulative Annual Return for Five Years

                             2000     2001     2002      2003       2004    2005
                             ----     ----     ----      ----       ----    ----

                                                          
Ocean Bio-Chem, Inc.       100.0     193.33    196.00    226.67    146.67   136.00

NASDAQ US                  100.0      79.32     54.84     81.99     89.23    91.12

NASDAQ Non-financial       100.0      76.47     49.95     76.48     82.48    84.35













                                       9



                 SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

     The  following  table sets  forth,  as of April 17, 2006  (record  date for
shareholder  voting at Annual Meeting of Shareholders),  information  concerning
beneficial ownership of our common stock by:

     -all  directors of the  Company;  -all  executive  officers of the Company;
-persons known to own more than 5% of our common stock;

     Unless otherwise indicated,  the address for each person is Ocean Bio-Chem,
Inc., 4041 S.W. 47th Avenue, Ft. Lauderdale,  FL 33314. As of April 17, 2006, we
had 5,978,316 shares of our common stock issued and outstanding. As used herein,
the term  beneficial  ownership  with  respect to a security  is defined by Rule
13d-3 under the Securities  Exchange Act of 1934 as consisting of sole or shared
voting  power  (including  the power to vote or direct the vote)  and/or sole or
shared   investment  power  (including  the  power  to  dispose  or  direct  the
disposition of) with respect to the security through any contract,  arrangement,
understanding,  relationship  or  otherwise,  including a right to acquire  such
power(s) during the next 60 days. Unless otherwise noted,  beneficial  ownership
consists of sole ownership, voting and investment rights.


      Name and Address of                              Amount and Nature of                 Percent
       Beneficial Owner                                Beneficial Ownership                of Class
      -------------------                              --------------------                --------
                                                                                    
 Peter G. Dornau, President, CEO,                           4,012,868  (1)                   53.20%
 Chairman Board of Directors
 Fort Lauderdale, FL 33317

 Edward Anchel, Vice President-Finance,                       302,951 (2)                     4.02%
 CFO, Director
 Boynton Beach, FL 33437

 Jeffrey J. Tieger,                                           394,280 (3)                     5.23%
 Vice President-Advertising,
 Secretary, Director
 Plantation, FL 33314

 William W. Dudman, Vice President                             52,300 (4)                      .69%
 Plantation, FL 33317

 Gregor M. Dornau, Vice President                             253,380 (5)                     3.36%
 Fort Lauderdale, FL 33314

 James M. Kolisch, Director                                    56,167 (6)                      .74%
 Coral Gables, FL 33134

 Laz L. Schneider, Director                                    40,000 (7)                      .53%
 Fort Lauderdale, FL 33305

 John B. Turner,  Director                                     69,463 (8)                      .92%
 Miami,  FL 33186

 Sonia B. Beard, Director                                      30,000 (9)                      .40%
 Merritt Island, FL 32952
                                                            -------------                    ------
 All directors and officers as a group                      5,066,409 (10)                   69.09%
  (eight (8) individuals)                                   ==============                   ======


     (1) Includes  1,162,500 shares that are issuable upon the exercise of stock
options  within 60 days of April 17, 2006,  30,000 shares of  restricted  common
stock  distributed April 3, 2006 , however does not include 238,380 shares owned
by Gregor M.  Dornau  (son) with power to vote or direct the vote given to Peter
G. Dornau.

     (2) Includes  47,000  shares that are  issuable  upon the exercise of stock
options within 60 days of April 17, 2006 and 30,000 shares of restricted  common
stock distributed April 3, 2006.

     (3) Includes  162,500  shares that are issuable  upon the exercise of stock
options within 60 days of April 17, 2006 and 15,000 shares of restricted  common
stock distributed April 3, 2006.

     (4)  Includes  3,000  shares that are  issuable  upon the exercise of stock
options within 60 days of April 17, 2006 and 15,000 shares of restricted  common
stock distributed April 3, 2006 .
                                       10


     (5) Includes  39,600  shares that are  issuable  upon the exercise of stock
options within 60 days of April 17, 2006 and 15,000 shares of restricted  common
stock distributed April 3, 2006.

     (6) Includes  30,000  shares that are  issuable  upon the exercise of stock
options within 60 days of April 17, 2006.

     (7) Includes  30,000  shares that are  issuable  upon the exercise of stock
options within 60 days of April 17, 2006.

     (8) Includes  30,000  shares that are  issuable  upon the exercise of stock
options within 60 days of April 17, 2006.

     (9) Includes  20,000  shares that are  issuable  upon the exercise of stock
options within 60 days of April 17, 2006.

     (10) Includes 1,564,600 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006 and 105,000 shares of restricted common
stock distributed April 3, 2006.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On May 1, 1998, we entered into a ten-year lease for  approximately  12,700
square feet of office and warehouse facilities in Fort Lauderdale,  Florida from
an entity  fifty  percent  owned each by Messrs.  Peter G. Dornau and Jeffrey J.
Tieger, our President and Vice  President-Advertising,  respectively.  The lease
required a minimum  rental of $94,800 the first year and  provides for a maximum
2% increase on the anniversary of the lease  throughout the term.  Additionally,
the  landlord is entitled to collect  from us its  pro-rata  share of all taxes,
assessments,  insurance premiums, operating charges, maintenance charges and any
other expenses,  which normally arise from ownership.  We believe that the terms
of this  lease  are  comparable  to  those  of  similar  properties  in the same
geographic  area of the Company  available  from unrelated  third parties.  Rent
charged to operations  during the years ended  December 31, 2005,  2004 and 2003
amounted to approximately $100,500 each year.

     We acquired the rights to the Star brite(R)  trademark and related products
for the  United  States  and  Canada in  conjunction  with our  original  public
offering  during  March 1981.  Peter G. Dornau,  our  president is the direct or
beneficial  owner of three companies that market Star brite(R)  products outside
the United  States and Canada.  These  companies  serve as  distributors  of our
products  and the terms of payment are the same as for our other  customers.  At
December 31, 2005 and 2004, we had amounts due from affiliated companies,  which
are directly or beneficially  owned by our president  aggregating  approximately
$29,022  and  $408,500,  respectively.  Sales  of Star  brite  products  to such
affiliates aggregated  approximately $826,898,  $616,800 and $373,600 during the
years ended December 31, 2005, 2004 and 2003, respectively.

     A subsidiary of ours currently uses the services of an entity that is owned
by our  president  to conduct  product  research  and  development.  Such entity
received  $30,000 per year during the years ended  December 31,  2005,  2004 and
2003 under such relationship.

     During the quarter ended December 31, 2005, we finalized a revolving credit
facility  with our president and CEO,  Peter G. Dornau.  In connection  with his
offering  to loan a maximum of $1.5  million to the  Company in order to bolster
working  capital,  we issued  warrants to Mr.  Dornau to purchase a maximum of 1
million shares of our common stock. Such warrants are exercisable 500,000 shares
at $1.13 and 500,000 shares at $.863. The exercise prices were determined by the
closing  bid of our  stock  plus ten (10)  percent  on each  date of  grant.  In
addition, he has the right, at his sole discretion,  to convert such debt into a
maximum  of 1.5  million  shares  of our  common  stock at the rate of $1.00 per
share.  At  December  31,  2005,  $1,150,000  was  outstanding  pursuant to this
obligation  which is due in October 2010 along with accrued interest at the rate
of prime plus 2%. Such  obligation is subordinate to all borrowings from Regions
Bank. This transaction was unanimously approved by our board of directors.

     On March 10, 2006, an entity 50% each  co-owned by Messrs.  Peter G. Dornau
and Jeffrey J.  Tieger  offered to forgive the  Company's  indebtedness  to such
entity in the approximate amount of $295,000. Accordingly,  financial statements
for the first quarter of 2006 will reflect this transaction.
                                       11


                             AUDIT COMMITTEE REPORT

     The Audit  Committee is  responsible  for assisting the Board in monitoring
(1) the quality and integrity of our financial  statements,  (2) our  compliance
with regulatory  requirements  and (3) the  independence  and performance of our
independent auditors. Among other responsibilities, the Audit Committee reviews,
in its oversight  capacity,  our annual financial statement with both management
and the  independent  auditors  and  meets  periodically  with  our  independent
auditors to consider  their  evaluation of our financial and internal  controls.
The Audit  Committee also  recommends to the Board of Directors the selection of
the company's independent  certified public accountants.  The Audit Committee is
composed of three  directors and operates  under a written  charter  adopted and
approved by the Board of  Directors.  During  2005,  all of the Audit  Committee
members  were  non-employee  directors  and were  independent  as defined by the
NASDAQ  listing  standards  in effect  during  2005.  The  members  of the Audit
Committee during 2005 were Sonia B. Beard, James M. Kolisch, and John B. Turner.
Mrs. Beard served as the Chairperson of the Audit Committee.

     In  discharging  its duties during 2005,  the Audit  Committee met with and
held discussions with management and our independent auditors,  Levi, Cahlin and
Co.  Management  represented  to  the  independent  auditors  that  our  audited
financial  statements  were  prepared  in  accordance  with  generally  accepted
accounting principles.  The Audit Committee also discussed with our auditors the
matters  required to be discussed by  Statement  on Auditing  Standards  No. 61,
"Communications with Audit Committees." In addition, our auditors,  provided the
Audit  Committee  with  the  written  disclosures  and the  letter  required  by
Independence Standards Board Standard No. 1, "Independence Discussion with Audit
Committees,"  and  the  Audit  Committee   discussed  with  our  auditors  their
independence.

     Based on the above-mentioned review and discussions with management and the
independent  auditors,  the  representations of management and the report of the
independent auditors to our committee,  the Audit Committee recommended that the
Board of Directors include the audited consolidated  financial statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 2005.

Audit Committee - submitted on March 23, 2006


Sonia B. Beard, Chairperson
James M. Kolisch
John B. Turner

                          PROPOSALS TO THE SHAREHOLDERS

PROPOSAL 1. ELECTION OF DIRECTORS

     The seven persons set forth alphabetically below, each of whom is currently
a director, are proposed to be re-elected as directors at the Annual Meeting. If
elected,  each of these directors will hold office until the next Annual Meeting
of  Stockholders  in the year 2006 or until his or her successor is duly elected
and qualified.

         Edward Anchel
         Sonia B. Beard
         Peter G. Dornau
         James M. Kolisch
         Laz L. Schneider
         Jeffrey J. Tieger
         John B. Turner

     All of the nominees are currently  serving as  directors.  Each nominee has
agreed  to be named in this  Proxy  Statement  and to  serve  as a  director  if
elected. For biographical  information regarding the nominees,  see "Management"
on pages 2-3 of this Proxy Statement.  Management expects that each nominee will
be available for election,  but if any of them is not a candidate at the time of
the  election  occurs,  it is  intended  that such  proxy  will be voted for the
election of another  nominee to be  designated by the Board of Directors to fill
such vacancy.

Vote Required and Recommendation

     The seven  nominees for  election to the Board of  Directors  who receive a
majority  of votes  cast,  in person or by proxy,  shall be  elected  directors.
Shareholders do not have the right to cumulate their votes for directors. In the
election of directors,  an abstention or broker  non-vote will have no effect on
the  outcome.  The  Board  recommends  stockholders  to vote  "FOR"  each of the
nominees for director set forth above.
                                       12

PROPOSAL 2. RATIFICATION OF STOCK GRANTS PREVIOUSLY ISSUED TO EMPLOYEES AS
            COMPENSATION

     The  Company's   Board  of  Directors  has  previously   granted  stock  as
compensation  to certain  employees in on April 3, 2006. An aggregate of 129,000
shares were  granted as  compensation  in lieu of cash.  Officers of the Company
received 105,000 of these shares as follows:

Employee                     2006
------------------         -------
Peter G. Dornau             30,000
Edward Anchel               30,000
Jeffrey J. Tieger           15,000
William Dudman              15,000
Gregor M. Dornau            15,000
                           -------
   Total                   105,000
                           =======
Vote Required and Recommendation

     The  ratification of the stock awards  previously  granted to the Company's
employees  as  compensation  requires the  affirmative  vote of the holders of a
majority of shares of the Company's common stock,  present in person or by proxy
at the  annual  meeting.  The Board  recommends  shareholders  to vote "FOR" the
ratification of the stock grants previously issued to the Company's employees as
compensation.

PROPOSAL 3. TO APPROVE AND RATIFY THE REVOLVING  LINE OF CREDIT IN THE MAXIMUM
AMOUNT OF UP TO $1.5 MILLION FROM PETER G. DORNAU, OUR PRESIDENT AND CEO, TO OUR
COMPANY AND WARRANTS PREVIOUSLY GRANTED TO PETER G. DORNAU IN CONNECTION WITH
THIS CREDIT FACILITY

     During the quarter ended December 31, 2005, we finalized a revolving credit
facility with Peter G. Dornau,  our  President  and CEO. In connection  with his
agreement  to loan a maximum of $1.5  million to the Company in order to bolster
its working capital, we issued warrants to Mr. Dornau to purchase a maximum of 1
million shares of our common stock. Such warrants are exercisable 500,000 shares
at $1.13 and 500,000 shares at $.863. The exercise prices were determined by the
closing bid of our common  stock on the date of grant plus ten (10%) per cent on
each  date of  grant.  In  addition,  Mr.  Dornau  has the  right,  at his  sole
discretion,  to convert  such debt into a maximum of 1.5  million  shares of our
common stock at the rate of $1.00 per share.  This  transaction  was unanimously
approved by the Company's board of directors.

     Mr.  Dornau has agreed that he will not  exercise  the warrants nor will he
convert  the  loan  into  shares  of  the  Company's  common  stock  until  this
transaction  has been  approved by a shareholder  vote at the  Company's  Annual
Meeting of Shareholders.

Vote Required and Recommendation

     The Board  recommends  shareholders  to vote "FOR" the  ratification of the
revolving  line of credit in the maximum amount of up to $1.5 million from Peter
G.  Dornau,  our  President  and Chief  Executive  Officer,  to our  Company and
warrants  previously  granted to Peterr G. Dornau in connection with this credit
facility.

PROPOSAL 4.  RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We are asking our shareholders to ratify the Audit Committee's  appointment
of Levi,  Cahlin & Co. as our independent  certified public  accountants for the
year ending December 31, 2006. In the event the shareholders  fail to ratify the
appointment,  the Audit Committee will reconsider this appointment.  Even if the
appointment is ratified, the Audit Committee, in its discretion,  may direct the
appointment of a different independent auditing firm at any time during the year
if the Audit Committee determines that such a change would be in our company and
our shareholders' best interests.
                                       13

     We engaged Levi,  Cahlin & Co. as our  independent  auditor on December 23,
2004 and Levi,  Cahlin & Co. audited our consolidated  financial  statements for
the year ended  December 31,  2005.  Representatives  of Levi,  Cahlin & Co. are
expected to be present at the meeting  and will have the  opportunity  to make a
statement  if they  desire  to do so.  It is also  expected  that  they  will be
available to respond to appropriate questions.

Principal Accountant Fees and Services

     The  following  is a summary  of the fees  billed to the  Company  by Levi,
Cahlin & Co. and our former auditors, Berkovits, Lago & Company, LLP and charged
to operations during the years ended December 31:

Fee Category                    2005                2004
------------                    ----                ----
Audit Fees                   $39,000              $42,900
Audit Related Fees                -                    -
Tax Fees                          -                    -
All Other Fees                    -                    -
                             -------              -------
Total Fees                   $39,000              $42,900
                             =======              =======


     Audit Fees. Consists of fees billed for professional  services rendered for
the audit of the Company's  consolidated  financial statements and review of the
interim  consolidated  financial  statements  included in quarterly  reports and
services that are normally  provided by Levi,  Cahlin & Co. in  connection  with
statutory and regulatory filings or engagements.

     Audit-Related  Fees.  Consists  of fees  billed for  assurance  and related
services that are reasonably  related to the  performance of the audit or review
of the Company's  consolidated  financial  statements and are not reported under
"Audit Fees." These services include  employee  benefit plan audits,  accounting
consultations  in connection  with  acquisitions,  attest  services that are not
required  by statute  or  regulation,  and  consultations  concerning  financial
accounting and reporting standards.

     Tax  Fees.  Consists  of fees  billed  for  professional  services  for tax
compliance,  tax advice and tax  planning.  These  services  include  assistance
regarding  federal,  state and international tax compliance,  tax audit defense,
customs and duties, mergers and acquisitions, and international tax planning.

     All Other Fees.  Consists of fees for products and services  other than the
services reported above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
  Services of Independent Auditors

     The Audit  Committee's  policy is to pre-approve  all audit and permissible
non-audit  services  provided by the  independent  auditors.  These services may
include audit services, audit-related services, tax services and other services.
Pre-approval  is generally  provided for up to one year and any  pre-approval is
detailed as to the  particular  service or category of services and is generally
subject to a specific  budget.  The  independent  auditors  and  management  are
required to periodically  report to the Audit Committee  regarding the extent of
services   provided  by  the  independent   auditors  in  accordance  with  this
pre-approval,  and the fees  for the  services  performed  to  date.  The  Audit
Committee may also pre-approve particular services on a case-by-case basis.

Vote Required and Recommendation

     The ratification of the selection of Levi, Cahlin & Co., as our independent
certified public accountants for the year ending December 31, 2006, requires the
affirmative  vote of the holders of a majority of shares of the Company's common
stock, present in person or by proxy at the annual meeting. The Board recommends
shareholders to vote "FOR" the  ratification of the selection of Levi,  Cahlin &
Co. as our independent auditors for the year ended December 31, 2006.
                                       14


Previous Independent Auditors

     On  December  15,  2004,  we  dismissed  Berkovits,  Lago  &  Company,  LLP
("Berkovits").  The  decision to change  accountants  was  approved by our Audit
Committee.  As of December 15, 2004, we did not have any change or  disagreement
with Berkovits with respect to the  preparation of our financial  statements for
the two (2) most recent years  contained  in our Annual  Report on Form 10-K for
the year ended December 31, 2004.

     The report of Berkovits on our financial statements for fiscal 2003, fiscal
2002 and all subsequent  interim periods,  did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting  principles for fiscal 2003,  fiscal 2002 and all subsequent
interim  periods.  Furthermore,  Berkovits  did not advise us that:  1) internal
controls necessary to develop reliable financial statements did not exist, or

     2)  information  had  come to the  attention  of  Berkovits  which  made it
unwilling to rely upon management's  representations  or made it unwilling to be
associated with the financial statement prepared by management, or

     3) the scope of the audit should be expanded significantly,  or information
had come to the attention of Berkovits that they  concluded  will, or if further
investigated  might,   materially  impact  the  fairness  or  reliability  of  a
previously issued audit report or the underlying  financial  statements,  or the
financial  statements  issued  or to  be  issued  covering  the  fiscal  periods
subsequent to December 31, 2003 (including  information that may prevent it from
rendering an unqualified audit report on those financial  statements) or made it
unwilling to rely on management's  representations  or to be associated with the
financial statements prepared by management or,

     4)  information  has come to the  attention  of  Berkovits  that  they have
concluded will, or if further investigated might, materially impact the fairness
or reliability of a previously  issued audit report or the underlying  financial
statements  or the  financial  statements  issued or to be issued  covering  the
fiscal  periods  subsequent to December 31, 2003 through  December 15, 2004, the
date of the Form 8-K filing  reporting our change in  accountants,  that had not
been  resolved to the  satisfaction  of Berkovits or which would have  prevented
Berkovits  from  rendering  an  unqualified   audit  report  on  such  financial
statements.

     During fiscal 2003, fiscal 2002 and all subsequent  interim periods,  there
were no disagreements with Berkovits on any matters of accounting  principles or
practices, financial statement disclosure or auditing scope or procedure, which,
if not resolved to the  satisfaction  of Berkovits  would have caused it to make
reference to the subject  matter of the  disagreements  in  connection  with its
reports on these financial  statements for those periods.

                           ANNUAL REPORT ON FORM 10-K

     We are mailing  copies of our Annual Report on Form 10-K for the year ended
December 31, 2005 with this proxy statement to our  shareholders of record as of
April 17, 2006.

               STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

     We have  adopted a  procedure  approved  by the SEC called  "householding."
Under this procedure,  certain  stockholders of record who have the same address
and last name and don't  participate in electronic  delivery of proxy  materials
will  receive  only one  copy of our  Annual  Report,  Proxy  Statement  and any
additional  proxy soliciting  materials sent to stockholders  until such time as
one or  more of  these  stockholders  notifies  us that  they  wish to  continue
receiving  individual copies.  This procedure will reduce duplicate mailings and
save printing costs and postage fees, as well as natural resources. Stockholders
who participate in householding will continue to receive separate proxy cards.

     If you received a householded mailing this year, and you would like to have
additional copies of our Annual Report and Proxy Statement mailed to you, please
submit your request to Corporate  Secretary,  Ocean  Bio-Chem,  Inc., 4041 SW 47
Avenue, Fort Lauderdale, FL 33314, or call (954) 587-6280. Upon your request, we
will promptly  deliver a separate copy of our Annual Report and Proxy Statement.
You may also  contact us at the address or phone  number  above if you  received
multiple  copies of the annual  meeting  materials and would prefer to receive a
single  copy in the  future.  If you would like to opt out of  householding  for
future  mailings,  call 1  (954)  587-6280  or  send a  written  request  to the
Corporate  Secretary  at the above  address,  and your request will be effective
within 30 days.
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                  INFORMATION CONCERNING SHAREHOLDER PROPOSALS

     Under SEC rules,  any  stockholder who intends to present a proposal at our
next Annual Meeting of  Stockholders  must submit the proposal,  in writing,  so
that we receive it at our principal executive office by January 1, 2006 in order
for the  proposal  to be  included  in our  Proxy  Statement  and proxy for such
meeting.  The  submission of a stockholder  proposal does not guarantee  that it
will be included in our Proxy  Statement.  We reserve the right to reject,  rule
out of order or take other appropriate  action with respect to any proposal that
does not comply with these and other applicable requirements . OTHER MATTERS

     As of the date of this Proxy  Statement,  we are not aware of any matter to
be presented  for action at the meeting  other than the matters set forth above.
If any other  matter is  properly  brought  before  the  meeting  for  action by
shareholders,  proxies  in the  enclosed  form  returned  to us will be voted in
accordance with the recommendation of the Board of Directors,  or in the absence
of such a recommendation, in accordance with the judgment of the proxy holders.














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                              OCEAN BIO-CHEM, INC.
                              4041 S. W. 47 Avenue
                         Fort Lauderdale, Florida 33314


Proxy for Annual Meeting of Shareholders on June 15, 2006


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned  Shareholder of Ocean Bio-Chem,  Inc. hereby appoints Peter
G. Dornau and Jeffrey J. Tieger, and each of them as proxies of the undersigned,
with full power of substitution and revocation, to represent the undersigned and
to vote and  otherwise  represent all of the shares of the Common Stock of Ocean
Bio-Chem,  Inc. which the  undersigned is entitled to vote at our Annual Meeting
of  Shareholders  to be held on June 15, 2006 at 10:00 a.m.,  local time, and at
any  adjournments  thereof,  with the same  effect  as if the  undersigned  were
present and voting the shares,  on the  following  matters and in the  following
manner.

     1. The  election of the  following  persons as  directors of our Company to
serve until the next annual meeting of  shareholders  or until their  successors
shall be elected and shall qualify:

      Name:
  Peter G. Dornau           For    /    /        Withhold Authority  /    /
  Edward Anchel             For    /    /        Withhold Authority  /    /
  Jeffrey J. Tieger         For    /    /        Withhold Authority  /    /
  Laz L. Schneider          For    /    /        Withhold Authority  /    /
  James M. Kolisch          For    /    /        Withhold Authority  /    /
  John B. Turner            For    /    /        Withhold Authority  /    /
  Sonia B. Beard            For    /    /        Withhold Authority   /    /

The Board of Directors recommends a vote "FOR" Proposal 2 below.

     2.  Ratification of restricted stock grants  previously issued to employees
as compensation. For /   /    Against /   /      Abstain /   /


                                       1


The Board of Directors recommends a vote "FOR" Proposal 3 below.

     3. The  ratification  of the revolving line of credit in the maximum amount
of up to $1.5 million from Peter G. Dornau,  our President  and Chief  Executive
Officer,  to our Company and warrants  previously  granted to Peter G. Dornau in
connection with this credit facility.

              For /   /    Against /   /    Abstain /   /

The Board of Directors recommends a vote "FOR" Proposal 4 below.

     4. The approval, adoption and ratification of the selection by the Board of
Directors of Levi, Cahlin & Co., Certified Public  Accountants,  as our Auditors
for the year ending December 31, 2006.

              For   /   /    Against /   /  Abstain   /    /

     5. To vote or otherwise  represent  the shares on any other  business or on
other matters which should properly come before the meeting or any  adjournments
thereof according to their decision or according to the decision of the majority
of them.

     THE SHARES  REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE  WITH THE
SPECIFICATIONS  MADE.  IF NO  SPECIFICATION  IS MADE AND THE  PROXY IS  RETURNED
SIGNED,  THE SHARES  REPRESENTED  BY THIS PROXY  SHALL BE VOTED "FOR" ITEMS (1),
(2), (3) AND (4) ABOVE.

     Unless  specifically   indicated,   the  execution  of  this  proxy  is  an
acknowledgment  of the receipt of the Notice of Annual Meeting of  Shareholders,
Annual Report and Proxy Statement.

     Please sign  exactly as name appears  below.  When shares are held by joint
tenants, both should sign. When signing as Attorney, as Executor, Administrator,
Trustee or Guardian,  please give full title as such. If a company,  please sign
in full corporate name by President or other authorized officer. If partnership,
please sign in partnership name by authorized person.

PLEASE SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.

Dated                            2006      ____________________________________
     ----------------------------

                                           ____________________________________





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