SecProbe.io

September 11, 2013

Via E-Mail
Mr. Michael J. Holmes
Chief  Financial  Officer
Odyssey Marine Exploration Inc.
5215 West Laurel Street
Tampa, FL 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10-K for Fiscal Year E nded December 31, 2012
Filed March 12, 2013
 File No.  001-31895

Dear  Mr. Holmes :

We have reviewed your filing  and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe 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 the information you provide in response to these  comments, we may
have additional comments.

Item 7.  Management Discussion and Analysis of Financial Condition and Results of Operations
Cost and Expenses , page 16
Consolidated Statements of Income, page 34

1. We note your brief discussion regarding cost of sales indicating that the decrease is
attributed to fewer coin sales in 2012 versus 2011.  However, given that $3.7 million of
the increase in Artifact sales and other revenue pertains to silver sales, we are unclear as
to why cost of sales was not materially impacted in connection with the re lated revenue
increase.  Please explain to us and revise your disclosure to explain why costs of sales did
not experience an increase as a result of the increased silver sales during 2012.

2. We note from the discussion included in the last paragraph on page  16 that the decrease
in operating and research expenses that occurred from 2011 to 2012 was due to a
recoupment of Gairsoppa  total project search and recovery costs of $17.8 million which

Mr. Michael J. Holmes
Odyssey Marine Exploration Inc.
September 11, 2013
Page 2

 have been recovered based upon silver proceeds from the project in 2012.  Please tell us
and explain in MD&A and the notes to your financial statements the nature and amount
of the costs that you are entitled to recover under the terms of your arrangement for this
project. Also, please disclose the amounts received under t his arrangement during each
period presented in your financial statements and explain how you recognize and account
for the amounts received in your financial statements.

3. In a related matter, we note from the discussion in the last paragraph on page 18 th at the
favorable income statement impact was $25.4 million from the Gairsoppa project in
2012. Please tell us and revise your discussion in MD&A to explain the nature and
amounts of the various components (i.e., revenues received, cost reimbursements,
deferred revenues recognized, etc.) comprising this favorable income statement income.
As part of your response and your revised disclosure, you should also explain how these
various components are recognized and accounted for in your consolidated financial
statements.

Other Income or Expense, page 17

4. Given the material amount of gains and losses recognized on changes in the fair value of
derivative liabilities during all periods presented in your statements of operations, please
revise MD&A to explain the fa cts or circumstances and related changes in assumptions
that resulted in these significant gains and losses during all periods presented in your
financial statements. MD&A included in your quarterly reports on Form 10 -Q should be
similarly revised.

Consol idated Statements of Changes in Shareholders’ Equity page 35
Consolidated Statement of Cash Flows, page 36

5. We note that the proceeds from common stock issued for cash during 2012 and 2011 as
reflected in your consolidated statement of changes in shareholders’ equity do not agree
to the amounts reflected in your consolidated statements of cash flows for these periods.
Please reconcile and revise these disclosures.

Note A. Organization and Summary of Significant Accounting Policies, page 38
Revenue  Recognition and Accounts Receivable

6. We note from the disclosure included on page 16 of MD&A that revenue recognized
during 2012 included revenue from the Gairsoppa  project. We further note that this
revenue included $3.7 million related to silver sales a nd $3.9 million related to revenue
from deferred income that represented revenue participation rights earned from the Galt
Resources investment. Please  tell us and revise your revenue recognition policy included
in your summary of significant accounting po licies to explain how you are recognizing
each of these types of revenue in your consolidated financial statements. Your response
and your revised disclosures should also explain the types of costs incurred in connection

Mr. Michael J. Holmes
Odyssey Marine Exploration Inc.
September 11, 2013
Page 3

 with generating these types of reve nues and should also explain how the related costs are
being recognized in your consolidated financial statements.

Note J -Investment in Unconsolidated Entity, page 44

7. We note the disclosure included i n Note J which indicates that during 2011, the Company
earned 2,066,600 shares of NMI’s Class B non -voting common shares in exchange for
marine services relating to deep -sea mining. Please tell us and revise Note J to explain
how you valued and accounted for the shares received in this transaction during 2011 .

8. We note the disclosure included in Note J which indicates that during 2011, you executed
a debt conversion agreement with NMI, whereby you converted $2,500,000 of the debt
owed to you into 2,500,000 shares of NMI Class B non -voting shares. Please tell u s and
revise Note J to explain how you valued and accounted for the NMI Class B non -voting
shares that were received in this transaction. As part of your response and your revised
disclosure, please indicate whether any gain or loss was recognized in the C ompany’s
financial statements in connection with this transaction.

9. We note the disclosure included in Note J which indicates that at December 31, 2012,
there is a known loss of $959,000, which is as of December 31, 2011, of DOR (NMI)  that
has not been rec ognized in your income statement because these losses exceeded your
investment.  We further note from your quarterly report on Form 10 -Q for the quarter
ended  June 30, 2012 that your share of  DOR (NMI)’s unrecognized losses totaled $7.2
million at June 3 0, 2013. Please tell us and revise your disclosures in Note J to clearly
explain why you are not continuing to recognize any losses relative to your investment in
this entity. As part of your revised disclosure, please indicate whether your investment in
this entity has been reduced to zero through your recognition of prior losses and indicate
whether you have any obligation to continue to support or finance this entity’s operations
as outlined in ASC 232 -10-35-19.

10. We note your disclosure indicating that d uring 2012, you performed deep -sea mining
exploratory services for Chatham Rock Phosphate, Ltd. (“CRP”) valued at $1,680,000.
As payment for these services, CRP issued 9,320,348 of ordinary shares to you which
currently represent  a 7.3% equity stake in CRP .  We further note your disclosure
indicating that with  CRP being on the New Zealand Stock Exchange and guidance per
ASC 320: Debt and Equity Securities regarding readily determinable fair value, you
believe it is appropriate to have not recognized this am ount as an asset nor as revenue.
Since it appears that there is a readily determinable fair market value of the CRP shares
received in this transaction since it trades on the New Zealand Stock Exchange, please
explain in detail to us and in the notes to yo ur financial statements why you did not
recognize the revenue associated with this transaction and the related shares received as
an investment in your financial statements. We may have further comment upon review
of your response. Your discussion of this matter included on page 18 of MD&A should
be similarly revised.

Mr. Michael J. Holmes
Odyssey Marine Exploration Inc.
September 11, 2013
Page 4

 Note P – Revenue Participation Rights, page 53

11. We note from the disclosure included in Note P that under the terms of the arrangement
with Galt Resources LLC, Galt invested $7,512,500 representing rights to future revenues
associated with two projects. We also note that under the terms of the arrangeme nt Galt
will receive an amount equal to 50% of your net proceeds of the SS Gairsoppa  project
until they receive two times their initial investment of $7,512,500. We further note that
during 2012, you recovered 48 tons of silver from the SS Gairsoppa  and co mmenced the
refining process which allows you to sell silver into London’s bullion market on behalf of
the United Kingdom Government and that the proceeds from the sale were allocated
accordingly between you, Galt and the United Kingdom Government based on
contractual terms. We also note that based on your SS Gairsoppa  expense recoupment,
revenue and cash proceeds totaling just over $41 million in 2012, you amortized Galt’s
revenue participation right of $3,756,250 associated with the SS Gairsoppa  into reve nue
in 2012.

12. With regards to this arrangement, please tell us explain in further detail in the notes to
your financial statements the nature and amounts of the expense recoupment, revenue and
cash proceeds  totaling approximately $41 million that were received by the Company
during 2012 in connection with this arrangement. Also, please tell us and explain in the
notes to your financial statements how the amounts received are allocated between you,
Galt and t he United Kingdom government under the terms of the agreement.
Furthermore, please explain how you calculated the amortization of the revenue
participation right of $3,756,250 that was recognized in the Company’s financial
statements during 2012. Also, ple ase indicate whether any future amounts will be payable
to Galt under the terms of this arrangement.

Note R – Stockholders’ Deficit, page 56

13. We note the disclosure on page 56 indicating that during the three month period ended
September 30, 2012, the Com pany issued 741,971 shares of common stock valued at
$2,347,826 representing principal and interest on the Initial Note and Additional Note
described in Note I. Please tell us and revise Note R to explain how you valued the shares
issued as payment of prin cipal and interest on these notes.

Note V -Quarterly Financial Data, page 62

14. Please  revise to  discuss the nature of any unusual or infrequent items that impacted your
quarterly results of operations for the various periods presented. Refer to the requirem ent
outlined in Item 302(a)(3) of Regulation S -K.

Mr. Michael J. Holmes
Odyssey Marine Exploration Inc.
September 11, 2013
Page 5

 Quarterly Report on Form 10 -Q for the Quarter ended June 30, 2013
Note I – Stockholders’ Deficit, page 17
15. Please tell us and revise Note I to explain how you valued th e shares issued during 2013
and 2012 i n payment of principal and interest on the Initial Note and Additional Note
describe in Note H to your interim financial statements.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accu racy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, 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.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned at
(202) 551 -3750  if you have questions regarding comments on the financial statem ents and
related matters.  Please contact the undersigned with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief