SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
         May 12 , 2011

Via U .S. Mail
Mr. Gregory P. Stemm , Chief Executive Officer
Odyssey Marine Exploration, Inc.
5215 W. Laurel Street
Tampa, Florida 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10- K for the year ended December 31, 20 10
Filed  February  28, 2011
 File No.  001-31895

Dear  Mr. Stemm:

We have reviewed your filings and have the following comments.  Unless otherwise indicated,
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 comments are 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 information so we may better understand your disclosure.  After reviewing this information, we may 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 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 inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corr esp” with a copy to the staff .  Please respond
within ten (10) business days.

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
May 12 , 2011
Page 2

 Annual Report on Form 10- K for the year ended December 31, 2010
 Item 1A.  Risk Factors, page 12
1. We note your disclosure in the first paragraph of this section of “[s]ome  of these risks are
described below, and should be carefully considered in evaluating Odyssey or any
investment decision relating to our securities.  This section does not describe all risks applicable to Odyssey, its industry or its business.  It is intended only as a summary of the principal risks.  However, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.”   All
material risks should be discussed in this section.  In future filings,  please revise this
paragraph to clarify that you have discussed all known material risks.  Please also delete the sixth sentence of the first paragraph in its entirety.  If risks are not deemed material,
please do not reference them.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
18
Liquidity and Capital Resources, page 24
 Quantitative and Qualitative Disclosures about Market Risk, page 26
2. We note from the company’s response  letter  dated June 19, 2009 to our prior comment 3
that additional disclosures concer ning interest risk in accordance with Item 305 of
Regulation S -K would be provided in future filings.  However, we continue to note that
the company has not provided the required disclosures with respect to the interest rate risk posed by the company’s $8 million of variable rat e debt.  As prev iously  requested ,
please revise future filings to include a discussion of your  exposure to interest rate risk
related to interest rates on your lo ng-term debt in one of the three disclosure alternatives
set forth in Item  305(a) of Regulation S -K.

 Item 12.  Security Ownership of Certain Beneficial Owners, page 27
3. We note that the required information to be disclosed pursuant to Item 12 was to be
incorporated by reference from your definitive proxy statement but we were unable to
locate the disclosure r equired by Item 201(d) of Regulation S -K in your definitive proxy
statement.  Please tell us why this information was not included in your definitive proxy
statement.  Also, i n future filings , please ensure that the required information to be
disclosed pur suant to Item 12 is appropriately incorporated by reference.

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
May 12 , 2011
Page 3

 Financial Statements, page 29
Notes to the Consolidated Financial Statements, page 38
Note A – Organization and Summary of Significant Accounting Policies, page 38
 Revenue Recognition and Accounts Receivable, page 38
4. Please tell us and revise future filings to disclose in detail how your revenue recognition
policy for expedition revenues satisfies the criteria for revenue recognition outlined in SAB Topic 13.A.1.  Your response and your revised disclosures should specifically address the how the company recognizes  revenue (e.g. the milestone method, after all
services have been performed, etc.) and include how any contractual cancellation clauses affect the company’s revenue recognition policy.  We may have further comment upon receipt of your response.

Earnings P er Share, page 39
5. We note from the disclosure in the fourth paragraph on page 39 that the company uses the
reverse treasury stock method for its warrants when calculating earnings per share.  Given that ASC 260- 10-45-35 recommends the use of the reverse t reasury stock method
for put options or options that require the repurchase of the company’s own stock, it is unclear why the company uses this method for warrants.  Please advise us of the company’s basis or rationale for the treatment being used for thes e warrants.

Note E – Accounts Receivable, page 43
6. We note from the disclosure in Note E that the $2 million receivable from Dorado Ocean
Resources, Ltd. (“DOR”) not reserved for could be offset against the subscription payable to DOR of $1,998,800.  We f urther note from Note J that the subscription payable can be
paid either with cash or services rendered to DOR.  In this regard, please tell us and revise the notes to your financial statements in future filings to explain whether the company has a contractual right of offset for the receivable from DOR against the subscription payable.  If the company does not have a contractual right of offset, please tell us why the remaining $2 million receivable from DOR was not reserved for at December 31, 2010 given the uncertainty which exists with respect to its collectability.  We may have further comment upon receipt of your response.

Note J – Investment in Unconsolidated Entity, page 44
7. We note from the discussion in the first paragraph on page 45 that the comp any has
recognized losses related to its DOR investment up to the amount of its investment which
totaled $2,447,471 at December 31, 2010. Please tell us, and revise future filings to disclose whether the company has any requirements to provide additional f inancial
support to DOR. If so, please explain why you believe it is appropriate to limit your recognition of DOR’s losses to the amount of your recorded investment.

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
May 12 , 2011
Page 4

  Note N – Deferred Revenue, page 48
8. We note from the disclosure included in Note N that r evenue from the sale of research is
recognized upon execution of the contract and the receipt of the related cash payment
from the customer.  Given that research typically represents a service to be performed, please tell us why the company believes such r evenue has been earned upon execution of
the contract.  We may have further comment upon receipt of your response.

 Note R – Stockholders’ Equity/(Deficit) , page 51
9. We note the disclosures included in Note R indicating that the company issued shares of
its common stock during 2010 in a number of transactions in which the shares were issued in exchange for shares of the company’s Series D Convertible Preferred Stock or Series E Convertible Preferred Stock. Please tell us and revise future filings to indicat e
whether these conversions of Series D and Series E Preferred shares into common shares was done in accordance with the original terms of the Series D and Series E Preferred shares. If not, please explain how the company’s accounting for these conversions
complied with the guidance outlined in ASC 470- 20-40-16, as applicable.

Definitive Proxy Statement on Schedule 14A
 Components and Results of the 2010 Compensation Plan, page 17
10. We note your disclosure in the Setting Executive Compensation and Market
Compensation Assessment section on page 16 that you use competitive market data of the identified peer group companies to make compensation decisions related to your executive officers’ compensation.   In future filings, please revise to discuss in greater
detail how you use competitive market data and how that competitive market data affects your compensation decisions.  Additionally, where you target elements of compensation to a range within the competitive market data, such as below the midpoint range for base salary  and at the higher end of the range for annual incentive compensation and long- term
incentives as disclosed in the first paragraph of the Base salary section on page 17, identify the element of compensation, the range and explain more specifically where yo ur
compensation fell within that range.  Refer to Item 402(b)(2)(xiv) of Regulation S -K.  In
this regard, we note that you provided such information with respect to base salary but not with respect to your other elements of compensation.

Annual Incentive Compensation and Targets, page 17
11. We note your disclosure that “key performance indicators” are used to determine the
amount of annual incentive compensation for your executive officers.  We also note your disclosure of target incentive percentile ranges for each key performance indicator , the
percentile achievement  of certain key performance indicators, and the overall percentile
achievement of all key performance indicators .  In future filings, please revise to quantify

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
May 12 , 2011
Page 5

 all performance goals or targets and the goals and targets actually achieved in order for
your executive officers to earn their ann ual incentive compensation.  To the extent you
believe that disclosure of the goals or targets is not required because it would result in competitive harm such  that the goals or targets could be excluded under Instruction 4 to
Item 402(b) of Regulation S -K, please provide  a detailed explanation for such conclusion
on a supplemental basis .

 Summary Compensation Table, page 20
12. We note that you have disclosed in t he “Bonus” column rather than the “Non- Equity
Incentive Plan Compensation” column amounts earned related to annual incentive
compensation, even though you state that the annual incentive bonuses were determined on the basis of key performance indicators re lated to your 2010 performance.  Please
advise regarding your basis for disclosing these amounts in the “Bonus” column.  For guidance, refer to Question 119.02 of the Regulation S -K Compliance and Disclosure
Interpretations.  Alternatively, in future filings, please disclose these amounts in the “Non -Equity Incentive Plan Compensation” column and, to the extent amounts are paid,
in the exercise of positive discretion, over and above the amounts earned due to the achievement of any performance measures, disclose those amounts in the “Bonus” column.  In future filings, please also include disclosure, as applicable, in the “Estimated Future Payouts Under Non- Equity Incentive Plan Awards” column  of the “Grants of
Plan-Based Awards” table.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Secur ities Exchange
Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 dis closure 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 i nitiated by the
Commission or any person under the federal securities laws of the United States.

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
May 12 , 2011
Page 6

 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.
You may contact Heather Clark at 202- 551-3624 or me at 202- 551-3813 if you have questions
regarding comments on the financial s tatements and related matters .  Please contact Donald Fi eld
at 202- 551-3680 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief