SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      May 17, 2005

Mail Stop 4561

      VIA U.S. MAIL AND FAX (954) 473-1256

Ronald T. Linares
Chief Accounting and Financial Officer
OmniComm Systems, Inc.
2555 Davie Road, Suite 110-B,
Davie, Florida  33317

Re:	OmniComm Systems, Inc.
	Form 10-KSB for the year ended December 31, 2004
      File No. 0-25203

Dear Mr. Linares:

      We have reviewed the above referenced filing and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Where indicated, we think
you
should revise 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 detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the Year Ended December 31, 2004

Financial Statements

Consolidated Statements of Operations

1. We note that Interest Expense, net on the Statement of
Operations
was $938,639 in 2003 while Interest Expense, net was $138,757 per
Management`s Discussion and Analysis.  Also, the sum of total
other
expenses per the Statement of Operations for 2003 does not equal
the
sum of the individual components.  Please advise and tell us the
reasons for the significant reduction in interest expense, net
from
2004 to 2003.  In future filings revise to present interest income
and interest expense separately.

Notes to the Consolidated Financial Statements

Note 7:  Notes Payable

2. We note the existence of notes payable with origination dates
in
fiscal year 2004 totaling $2,103,619.  Please tell us how this
relates to the cash from financing activities on the Statement of
Cash Flows disclosing Proceeds from notes payable of $1,024,099.
Please tell us why the amounts differ.

*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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
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.

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.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      You may contact James Webster, Staff Accountant, at (202)
551-
3446 or me, at (202) 551-3486 if you have questions.

						Sincerely,

Daniel L. Gordon
Accounting Branch Chief

OmniComm Systems, Inc
May 17, 2005

3

</TEXT>
</DOCUMENT>