SecProbe.io

Mail Stop 3561
        June 9, 2009  Via Fax & U.S. Mail

 Mr. Michael J. Holmes Chief Financial Officer 5215 W. Laurel Street Tampa, Florida 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10-K for the year ended December 31, 2008
Filed March 11, 2009
 File No. 001-31895

Dear Mr. Holmes:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
  Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc.
June 9, 2009 Page 2

Form 10-K for the year ended December 31, 2008

Notes to the Financial Statements – General

1. We note from your disclosure in the Liqui dity section of MD &A on page 17 that
during 2008 you capitalized maintenance for extensive engine repairs and upgrades to the Ocean Alert.  Please tell us, and disclose in the notes to the financial statements in future filings, your policy for accounting for repairs and maintenance, including how you account for drydock or special survey costs.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 - Critical Accounting Estimates, page 21

2. We note that your disclosure of critical accounting esti mates includes a discussion
of your accounting for long-lived assets and the realizability of deferred tax
assets.  Please consider revising future  filings to include a discussion of the
estimates surrounding your accounting for i nventory, particularly the capitalized
costs of recovery and conservation and how you regularly assess realizability of
your inventory balance.  Your disclosu re should be revise d to address the
following areas:
• Types of assumptions underlying th e most significant and subjective
estimates;
• Sensitivity of those estimates to deviations of actual results from management’s assumptions; and
• Circumstances that have resulted in  revised assumptions in the past.
Refer to SEC Interpretive Release No. 33-8350 (i.e. FR-72).

Item 7A. Quantitative and Qualitative Disclosures about Market Risk, page 22

3. We note your disclosure that you do not believe you have material market risk
exposure and have not entered into any market risk sensitive instruments to
mitigate these risks or for trading or speculative purposes.  However, in light of
the variable interest rates on the $8.3 million of debt recorded on the balance sheet, it appears you are exposed to market risk related to interest rates.  Please revise future filings to include a discussion of your risk  related to inte rest rates on
your long-term debt, in accordance with one of the three disclosure alternatives
set forth in Item 305(a) of Regulation S-K.

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc.
June 9, 2009 Page 3

Consolidated Statements of Income, page 29

4. We note from your disclosure in MD&A , that $1.9 million of revenue in 2008
relates to expedition charter revenue rela ted to a television series.  In future
filings, please revise your statements of in come to separately present revenue and
cost of sales from products (sale of coins and artifact s) and servi ces (lease of
themed attraction exhibit and expedition ch arter revenue).  See Rule 5-03.1 and 5-
03.2 of Regulation S-X.  Also, please tell us, and disclose in future filings, your
accounting policy for recognizing revenue generated by services such as the
expedition charter and your themed attractions.
 Statements of Cash Flows, page 31

5. We note from your disclosure in the li quidity section of MD&A, that the cash
flows from financing include $5 million fr om your bank line of credit, offset by
net loan repayments of $.6 million whic h include loan proceeds of $2.5 million
for the refinancing of your corporate build ing offset by repayment of you previous
building mortgage of $3.1 million.  Howeve r, your statement of cash flows shows
loan proceeds of $10 million and repaymen ts of $5.6 million.  Please explain to us
the nature of the $10 million proceeds rece ived during 2008 and the nature of the
$5.6 million of repayments made during 2008.

Note F. Inventory

6. We note your disclosure that you have capitalized deferred costs of $2.4 million
related to the recovery a nd conservation of the Black  Swan project and have
reserved these costs 100%.  In light of  the fact that you have not yet secured
ownership rights, please explain to us  why you believe it is  appropriate to
capitalize these deferred costs.  Also, pl ease tell us the line item on the statement
of operations where the deferred recovery cost reserve was charged to expense
when it was established in 2007.
 Note J. Mortgage and Loans Payable, page 38

7. We note your disclosure that you are re quired to comply with a number of
covenants under both your revolving credit facility and mortgage loan.  Please revise future filings to include the na ture of any restric tive covenants (e.g.,
restrictions on additional borrowings, ob ligations to maintain minimum working
capital or restrict dividends ).  See paragraphs 18-19 of SFAS No. 5 and Rule 4-
08(e) of Regulation S-X.

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc.
June 9, 2009 Page 4

Note K. Accrued Expenses, page 39

8. We note your disclosure that accrued ve ssel operations relates to expenditures
required to operate your ships such as fuel , repair and maintenance and port fees.
Please provide us with more details of the nature of these amounts and tell us
whether the activities related to these expenditures (purchase of fuel,
maintenance, etc.) have occurred prior to year end or if they have not yet
occurred.  Also, please tell us if any of these amounts relate to the special survey
or drydock expenses for your vessels.  We may have further comment upon
receipt of your response.
 Note N. Stockholders’ Equity, page 40

9. We note your disclosure that the warrant s issued with the Series D Preferred
Stock constituted a beneficial conversi on option and the Black-Scholes valuation
method was utilized in valuing the warrants.  Pleas e explain to us how you
calculated the intrinsic value of the benefi cial conversion feature of the Series D
preferred stock and how you se parately calculated the fair value of the warrants,
as it is not clear from your disclosure whether these were each separately valued as required by footnote 4 to paragraph 5 of EITF 98-5.  Please note that a
beneficial conversion featur e refers to an in-the-mone y conversion feature of the
preferred stock into common stock and should be calculated separately from the
fair value of the warrants.  Also, please tell us how you evaluated the existence of
a beneficial conversion feat ure related to the Series E and Series F convertible
preferred stock at the time of issuan ce.  We may have further comment upon
receipt of your response.

Note N. Stockholders’ Equity, page 40

10. We note from the disclosure on page 40, th at the entire discount associated with
the beneficial conversion feature attribut ed to the Series D Preferred Stock has
been amortized to retained earnings t hus decreasing the income available to
stockholders. Please revise your consolidated  statements of operations for 2007 to
reflect this beneficial conversion opti on of $1,555,338 as an increase to the net
loss attributable to common shareholders. Refer to the guidance outlined in SAB
Topic 6:B.

11. We note from the disclosures in Note  N that in January 2007, the Company
exchanged warrants to purchase 2,200,000 sh ares of Common Stock for warrants
to purchase 2,200,000 shares of Series D C onvertible Preferred stock held by two
institutional investors taking part in th e private placement of Series D Preferred
stock. Please tell us and clarif y in the notes to the Company’s financial statements
how the Company accounted for the exchange  of these warrants in its financial
statements. If the Company believed that the fair value of the common stock and

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc.
June 9, 2009 Page 5

Series D Preferred Stock warrants exchanged in this transaction was the same,
please explain in detail the Company’s basis for this conclusion. We may have
further comment upon receipt of your response.

Note T.  Quarterly Financia l Data – Unaudited, page 47

12. We note that the amounts presented for the fiscal year end 2007 quarters appear to
reflect the correction of the error discussed in Note Q.  Please note that when the
amounts disclosed in this note vary from  the amounts previously reported on the
Form 10-Q filed for any quarter, your disclosure should reconcile the amounts
given with those previously reported and describe the reason for the difference.  Please refer to Item 302(a)(2) of Regulatio n S-K.  Please revi se future filings
accordingly.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
filing;
‚ staff comments or changes to disclosure  in response to staff comments 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc. June 9, 2009 Page 6

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief

 VIA FACSIMILE (813) 870-1921