SecProbe.io

June 1, 2012
 Via E-mail

Michael J. Holmes Chief Financial Officer Odyssey Marine Exploration, Inc. 5215 West Laurel Street Tampa, FL 33607
Re: Odyssey Marine Exploration, Inc.
  Registration Statement on Form S-3
Filed May 10, 2012
  File No. 333-181310

Dear Mr. Holmes:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 About Odyssey Marine Exploration, page 1

1. In one of the opening paragraphs, please disc lose your revenue and net loss for the most
recent audited period and interim stub period.  This will provide a financial snapshot of
your company.
2. Please provide us with an  analysis addressing why Capital Ventures International, the
selling shareholder in this offering, should not  be considered a stat utory underwriter.
 Risk Factors, page 2

3. Please revise to add a risk f actor explaining that the selli ng shareholder may be able to
sell some of its shares at a fifteen percent discount to the recent average market price of
your stock and the potential effect th is may have on your stock price.

Michael J. Holmes Odyssey Marine Exploration, Inc. June 1, 2012 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Tonya K. Aldave at (202) 551-3601 or me at (202) 551 -3210 with any
questions.
Sincerely,
   /s/ Susan Block
Susan Block Attorney-Advisor
 cc:  via E-mail

 David M. Doney, Esq.
Akerman Senterfitt