SecProbe.io

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<FILENAME>filename1.txt
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January 10, 2005

Mr. Peter G. Dornau
Chairman of Board of Directors and Chief Executive Officer
Ocean Bio-Chem, Inc.
4041 S.W. 47 Avenue
Fort Lauderdale, FL 33314

RE:  	Forms 8-K Item 4.01 filed December 16, 2004 and December
23, 2004
	File # 000-11102

Dear Mr. Dornau:

We have reviewed your filings and have the following comments.
Where
indicated, we think you should revise your documents in response
to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

1. We read in your Form 8-K filed on December 16, 2004, that you
"terminated the services" of your former accountant.  Please amend
your Form 8-K to clarify whether your former accountant
"resigned,"
"declined to stand for re-election," or "was dismissed" in
accordance
with Item 304(a)(1)(i) of Regulation S-K.

2. We read in your Form 8-K filed on December 23, 2004, that you
have
engaged the accounting firm of Levi, Cahlin & Co., CPA`s, to audit
your year ended December 31, 2004 financial statements.  However,
it
does not appear that Levi, Chalin & Co., CPA`s, is registered with
the Public Company Accounting Oversight Board (PCAOB).  Section
102
of the Sarbanes Oxley Act of 2002 makes it unlawful after October
22,
2003 for any person that is not a registered public accounting
firm
(i.e. registered with the PCAOB) to prepare or issue, or to
participate in the preparation or issuance of, any audit report
(or
review report) with respect to any issuer.  You must engage a new
accountant that is a publicly registered accounting firm to
perform
review or audit work for the company.  Please file a new Item 4
Form
8-K after you have engaged new accountants that are registered
with
the PCAOB.  In the new Item 4 Form 8-K, provide all of the
disclosures required by Item 304 of Regulation S-K regarding the
period of engagement of Levi, Chalin & Co., CPA`s, including an
Exhibit 16 letter from Levi, Chalin & Co., CPA`s.

3. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from your former accountant stating whether the accountant agrees
with the statements made in your amended Form 8-K.  File the
amendment under cover of Form 8-KA and include the ITEM 4.01
designation.  File the updated letter from the former accountant
as
an Exhibit 16.

*****

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please file your supplemental response via EDGAR in response to
these
comments within 5 business days of the date of this letter.
Please
note that if you require longer than 5 business days to respond,
you
should contact the staff immediately to request additional time.
You
may wish to provide us with marked copies of each amended filing
to
expedite our review.  Direct any questions regarding the above to
the
undersigned at (202) 824-5259.

Sincerely,

Jennifer Thompson
Staff Accountant
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Mr. Dornau
January 10, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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