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): September 29, 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 1.01 Entry Into a Material Definitive Agreement

     The Company has entered into a subordinated  short term loan agreement with
two affiliated  companies  controlled by its president,  Peter G. Dornau, in the
aggregate  amount of One Million Dollars  ($1,000,000)  effective  September 29,
2008.  These  subordinated  demand notes bear interest at the rate of prime less
one (1%) per cent for all funds advanced.  The interest rate on these borrowings
are lower than those  charged by the  Company's  primary  lender,  Regions Bank.
Accordingly, it is anticipated that the prospective blended cost of debt will be
favorably impacted.

     Item 9.01(d) Exhibits - None

                                   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.

September 29, 2008
                                   Ocean Bio-Chem, Inc.

                                   /s/ Jeffrey S. Barocas
                                   Jeffrey S. Barocas
                                   Chief Financial Officer