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): October 28, 2008

                              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
               Registrants 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 7.01 Regulation FD


     October 20, 2008 the Company received a notice from the NASDAQ stock market
(NASDAQ),  that for 30 consecutive  business days prior to October 16, 2008, the
bid price of the  Company's  common stock had closed below the minimum $1.00 per
share requirement for continued inclusion under Marketplace Rule 4310(c)(4) (the
"Rule") and, as such, the Company's common stock has become  non-compliant  with
Nasdaq's requirements.  However, Nasdaq has determined to suspend enforcement of
the bid price and market  value of  publicly  held shares  requirements  through
Friday,  January 16, 2009. These rules will be reinstated on Monday, January 19,
2009 and the first relevant trade date will be Tuesday, January 20, 2009.

     Following  the  reinstatement  of  these  rules,  and  in  accordance  with
Marketplace Rule 4310(c)(8)(D),  the Company will be provided 180 calendar days,
or until July 20, 2009,  to regain  compliance.  If, at anytime  before July 20,
2009,  the bid price of the Company's  common stock closes at $1.00 per share or
more for a minimum of 10 consecutive  business days, Nasdaq will provide written
notification that it complies with the Rule.

     If compliance with this Rule cannot be demonstrated by July 20, 2009, Staff
will  determine  whether the Company  meets The Nasdaq  Capital  Market  initial
listing  criteria as set forth in Marketplace  Rule 4310(c),  except for the bid
price requirement.  If it meets the initial listing criteria,  Staff will notify
the Company that it may be granted an  additional  180  calendar day  compliance
period.  If the Company is not eligible  for an  additional  compliance  period,
Staff will provide written  notification  that the Company's  securities will be
delisted.  At that time, the Company may appeal Staff's  determination to delist
its securities to a Listing Qualifications Panel (the "Panel").


                                   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.

October 28, 2008
                                      Ocean Bio-Chem, Inc.


                                      /s/ Jeffrey S. Barocas
                                      Jeffrey S. Barocas
                                      Vice President - Finance and
                                      Chief Financial Officer