SecProbe.io

Mail Stop 3561
        June 26, 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 response letter dated June 19, 2009 and have the
following comments.  Unless otherwise indi cated, we think you should revise 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 revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, 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.
   Form 10-K for the year ended December 31, 2008

 Note F. Inventory

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc. June 26, 2009 Page 2

1. We note from your response to our prior co mment 6 that the net financial impact
of the reporting line items, operations and research and marketing, general and
administrative, is nil.  However, we ar e still unclear as to the accounting for these
capitalized deferred costs, specifically the effects on the income statement.  Please
clearly explain in detail the entries that are made to r ecord the deferred costs and
the deferred recovery cost reserve.  It appears from your response that expenses
are initially recorded then when a cap italization decision is made, the expenses
are credited (eliminating the income statem ent impact).  If so, we are unclear how
the establishment of a reserve, which reco rds a charge to the income statement,
would result in a total zero impact to the income statement.  Please advise.
 Note N. Stockholders’ Equity, page 40

2. We note from your response to our prior co mment 9 that warrant s were not issued
in connection with the sale  of the Series E Convertib le Preferred Stock or the
Series F Convertible Preferred Stock, and therefore , there were no beneficial
conversion features.  In light  of the fact that a beneficial conversion feature can
exist on convertible preferred stock without attached warrants, please confirm that
you evaluated the convertible preferred st ock for the existence of a beneficial
conversion feature at the time of issuance.

3. We note from your response to our pr ior comment 11 that the common stock
warrants were cancelled at the time of th e Series D Preferred Stock issuance and
the Black-Scholes computation was used to assign fair market value to all the warrants issued.  In light of the fact that the warrants issued had different exercise
prices, please confirm that the relative fair value of all 2,640,000 warrants issued
in January 2007 was computed and used in the allocation of th e proceeds between
the preferred stock and warrants and in  the calculation of the beneficial
conversion feature on the preferred stock.

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  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