SecProbe.io

June 22, 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.
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed June 8, 2012
  File No. 333-181310

Dear Mr. Holmes:
 We have reviewed your responses to the co mments in our letter dated June 1, 2012 and
have the following additional comments.

General

1. We note your response to our prior comment 2 and your statement that you “understand[]
that neither the Selling Stockholder nor any of its affiliates is an affiliate of any broker-
dealer.”  Please provide us with an affirmative response th at the Selling Stockholder is
neither a broker-dealer nor an affiliate of a broker-dealer or advise.  Please note that we may have further comments afte r receipt of your response.

Risk Factors, page 2

 The issuance of shares at conversion prices, page 4

2. We note your response to our prior comment  3.  Please expand your risk factor to
disclose the circumstances, or calculation formulas, under which shares offered by this
prospectus may be acquired by the selling stockholder upon conversion of convertible
notes, or otherwise, at conversi on or exercise prices that ar e lower than the market price
of your common stock at the time of conve rsion or exercise, where applicable.
 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.

Michael J. Holmes Odyssey Marine Exploration, Inc. June 22, 2012 Page 2

 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