SecProbe.io

Mail Stop 4561
December 9, 2008
 Via U.S. mail and facsimile
Mr. David A. Harrell
Chief Executive Officer OptimizeRx Corporation 407 Sixth Street
Rochester, MI 48307
  Re:  OptimizeRx Corporation
  Registration Statement on Form S-1   Filed November 12, 2008
  File No. 333-155280

Dear Mr. Harrell:
 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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.

General

1. We remind you of the n fer
to Article 8-08  of Regulation S-X. eed to update your in terim financial statements.  Please re

Mr. David A. Harrell
OptimizeRx Corporation
December 9, 2008
Page 2
 Cover Page of Registration Statement

 Fee Table

2. We note that you are re
stock that are issuable upon c
on the cover page of the prosresale of shares of common sPlease advise.  Also clarify w ch
the registration statement relates inSeries A preferred stock.  If n
pay dividends in stock in theoffering.

Cover Page of the Prospectusgistering the resale of up to 2,230,000 shares of common
onversion of the Series A preferred stock.  However,
pectus, you i ndicate that you are also registering the
tock issuable upon exercise of the Series A warrants.
hether th e 2,230,000 shares of common stock to whi
cludes any shares issuable as dividends on the
ot, please  make clear where you discuss the option to
 prospectus that  the stock is not included as part of this

3. We note your statement that  at
the time of sale or a privately
page 18 that you have propos rify
your disclosure.  If your selli ng at a fixed price or price
range, please include that fixed price or price range on the cover page of your
changes will be required elsewhere in the document.  If
your selling shareholder will not be selling at a fixed price or price range, please
advise us of your basis fRegulation S-K and Schedulgenerally require inclusi on o
 Risk Factorsthe offering pric e may be the market price prevailing
 negotiated  price.  We also note your statement on
ed a selling pr ice of $4.05 per share.  Please cla
ng shareholder will be selli
prospectus.  Conforming
or omitting pr icing information.  Item 501(b)(3) of
e A, paragr aph 16, of the Securities Act of 1933
f pricing information in your prospectus.

Risk Factors Related to Our Stock
a price below prevailing trading prices…,” page
Our issuance of common stoc k at  15
4. Expand the discussion in this
dividends on the convertible
issued to the finder in regard to th2008.
 Our issuance of shares of preferred  risk factor to include all of the stock issuable as
preferred stock and upon exercise of the warrants
e priv ate placement that closed in September,
stock, warrants and st ock options…,”page 15

 risk factor to quantify the amount of each type of 5. Expand the discussion in thissecurity outstanding and issuable upon conversion of all outstanding preferred
tions and warrants.  stock, op

Mr. David A. Harrell
OptimizeRx Corporation
December 9, 2008
Page 3

nt, page 20 September 8, 2008 Private Placeme
preferred stock.  We note for example, that you do not discuss the conversion
features of the stock. Also ensure thatdiscussion.  We note that you e
20.
7. Specify the equity conditions
as dividends on the Series A
ragraph
on page 20.  Please advise.
9. In the third full paragraph onof each payment in connection withPlease provide this information.

anagement’s Discussion and Analysis of or Plan of Operation6. Ensure that you have discussed all of th e material provision s of the Series A
 you have defined all terms used in your
 have not defi ned the term “Conversion Price” on pag
 that must  be met before you may issue common stock
preferred stock.
8. It appears that language is missing from the third sentence in the third full pa
 page 22, you re fer to a table setting forth the amount
 the pr ivate placement, but no table appears.
M

Six Months Ended June 30, 2008

Liquidity and Capital Resources, page 32
10.  Expand your discussion to state the extent to which you are currently using funds in
your operations on a monthly basi s, and indicate whether the expected rate at which
capital is used in operations over the 12 month period will vary from that amount,
by how much and why.

Years ended December 31, 2007 and 2006

Liquidity and Capital Resources, page 32
11. Discuss your historical sour ces of liquidity.  We note your discussion of sales of
common stock beginning October 2007 th rough September 2008 discussed on page
II-1.

Security Ownership of Certain Benefi cial Owners and Management, page 36
12. Ensure that you have provided all of the information required by Item 403 of
Regulation S-K.  We note th at Vicis Capital Master F und is not included on this
table.  Please advise.

Mr. David A. Harrell
OptimizeRx Corporation
December 9, 2008
Page 4
 Transactions with Related Persons, P romot ers and Certain Control Persons, page 38

the information required by Item 404 of
ple, in regard to the  personal loans from the two
rmation required by Item 404(a)(5).  13. Ensure that you have provided all of Regulation S-K.  As an examprivate investors, provide the info
 Information Not Required in Prospectus

 Indemnification of Director s and Officers, page II-1

14. Ensure that you have provideRegulation S-K, including thcontrolling person, officer or  director is indemnified.

Signaturesd all of the information required by Item 702 of
e general e ffect of any statute under which any

15. The Form S-1 must be signed by your Princi pal Financial Officer and Controller or
Principal Accounting O r
next amendment, please provide

Closing Comments fficer, or persons performing similar functions.  With you
 the appropriate signatures.

 As appropriate, please amend your regist ration statement in response to these
e amendment to
xpedite our review.  Please furnish a cove r letter with your amendment that keys your
vides any requested information.  Detailed cover
tters greatly facilitate our review.  Please understand that we may have additional
ents.
  We urge all persons wdisclosure in the filings to be certain th
under the Securities Act of 1933 a
require for an informed investmen
in possession of all facts relating to a
accuracy and adequacy of the disclo
      Notwithstanding our comments, in the event the company re quests acceleration of
 statement, it should furnish a letter, at the
 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effe
action with respect to the f
 comments.  You may wish to provide us with marked copies of th
eresponses to our comments and prolecomments after reviewing your amendmen t and responses to our comm
ho are responsible for the accuracy and adequacy of the
at the filing includes all information required
nd that they have provide d all information investors
t decision.  Since the company and its management are
 company’s disclosure, they are responsible for the
sures they have made.
 the effective date of the pending registration
me of such request, acknowledging that:  ti
•
ctive, it does not foreclose the Commission from taking any
iling;

Mr. David A. Harrell
OptimizeRx Corporation December 9, 2008
Page 5

• the action of the Commissi ority,
in declaring the filing effectivresponsibility for the adequacy  and accuracy of the disclosure in the filing; and
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any pr der
the federal securities laws of
 In addition, please be advi ll
information you provide to the sta poration Finance in connection
ith our review of your filing or in response to our comments on your filing.
  We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
   Please contact Donna Levy at (202) 551- 3292 or, in her absence, me at (202)
551-3503 with any questions.  If you thereafte r require additional assistance, you may
contact the Assistant Director, Barbara C. Jacobs, at 202-551-3730.

Sincerely,

 David Orlic Special Counsel

  cc: Darrin Ocasio, Esq. (via facsimile—212-930-
9725)
  D. Levy on or the staff,  acting pursuant to delegated auth
e, does not relieve the company from its full

oceeding initiat ed by the Commission or any person un
 the United States.
sed that the Division of En forcement has access to a
ff of the Di vision of Cor
w