SecProbe.io

May 28, 2015

David Harrell
Chief Executive Officer
OptimizeRx Corp.
400 Water Street, Suite 200
Rochester, MI 48307

Re:  OptimizeRx Corp.
Registration Statement on Form S -1
Filed May  4, 2015
File No. 333 -203820

Dear Mr. Harrell:

We have limited our review of your registration 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.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please update your financials in your next  amendment in accordance with Article 8 -08 of
Regulation S -X.

2. It appears that you are registering for resale shares of common stock to be issued upon
the satisfaction of certain contingencies specified in the advisory agreement with
Merriman Capital, Inc.   In order to register the resale of securities prior to their issuance,
the Section 4(2) exempt sale of the common stock to Merriman Capital, Inc. must have
been completed, and Merriman Capital, Inc. must be at market risk at the time of filing of
the res ale registration statement and irrevocably bound to purchase the securities for a set
purchase price.  As such, please provide  us with your analysis as to whether  the
transactions contemplated under the February 23, 201 5 advisory agreement constitute  a
comple ted private placement and whether  Merriman Capital, Inc. is irrevocably bound to
purchase the 105,000 shares of common stock.  Please supplementally file a copy of the
advisory agreement with your response.

David Harrell
OptimizeRx Corp.
May 28, 2015
Page 2

 3. We note that the 591,613 shares underlying warrants to Merriman Capital, Inc. and the
212,526 shares underlying warrants to Taglich Brothers, Inc. were previously registered
under file n umber  333-195210.  We note further the disclosure on page 20 that you are
“filing this registration statement to maintain the registered status  of those shares
underlying the Agent Warrants.”  Please advise if you are combining prospectuses in
reliance on Rule 429 under the Securities Act.  If so, confirm that there are no other
shares outstanding under registration statement  file number 333 -195210 and provide the
disclosure called for by Rule 429(b).

Selling Shareholders, page 9

4. Please note that any selling shareholder registered as a broker -dealer who did not receive
their securities as compensation for investment banking or similar services should be
identified as an underwriter.  With respect to Merriman Capital, Inc. and Taglich
Brothers, Inc., state whether at the time of the purchase of the securities to be resold, the
shareholder purchased in the ordinary course of bu siness and had any agreements or
understandings, directly or indirectly, with any person to distribute the securities.  If you
are not able to so represent, please identify the selling shareholder as an underwriter.

Exhibit 5.1

5. We note that 105,000 shares of common stock have been issued and set aside subject to
certain contingencies.  Please revise to include an assumption that the investors will
actually pay in full all amounts that they have agreed to pay to purchase the secur ities.
For guidance, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19 (CF).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securiti es 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 disclosure, 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant t o delegated authority, declare the
filing effective, it does not foreclose the Commission 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 effect ive, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

David Harrell
OptimizeRx Corp.
May 28, 2015
Page 3

  the company may not assert staff comments and 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 Rule 461 regarding requests for a cceleration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact Jeff Kauten, Staff Attorney, at (202) 551 -3447, or in his absence, me at
(202) 551 -3456, with any other questions.  If you require further assistance, please contact
Barbara C. Jacobs, Assistant Director, at (2 02) 551 -3730.

Sincerely,

/s/ Matthew Crispino

Matthew Crispino
Staff Attorney

cc:  Scott Doney, Esq.
The Doney Law Firm