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    optimizerx_corresp-122308.htm

    OPTIMIZERX
CORPORATION

    407 SIXTH
STREET

    ROCHESTER,
MI 48307

    December
31, 2008

    United
States Securities and Exchange Commission

    100 F
Street. N.E.

    Washington
D.C. 20549

    Attn:
David Orlic, Special Counsel

                Re:
      OptimizeRX Corporation (the “Company”)

                Registration
      Statement on Form S-1

                Filed
      November 12, 2008

                File
      No. 333-455280

    Dear Mr.
Orlic,

    By letter
dated December 9, 2008, the staff of the Securities and Exchange Commission (the
“Staff”) issued comments on the Company’s Registration Statement on Form S-1
(the “Registration Statement”).  Below are the Company’s responses to
the Staff’s comments.  For ease of reference, each response is
preceded by the Staff’s comment.

    General

              1.

              We
      remind you of the need to update your interim financial statements. Please
      refer to Article 8-08 of Regulation
S-X.

    Response:

    The
Company has updated its interim financial statements.

    Cover Page of Registration
Statement

    Fee
Table

              2.

              We
      note that you are registering the resale of up to 2,230,000 shares of
      common stock that are issuable upon conversion of the Series A preferred
      stock. However, on the cover page of the prospectus, you indicate that you
      are also registering the resale of shares of common stock issuable upon
      exercise of the Series A warrants. Please advise. Also clarify whether the
      2,230,000 shares of common stock to which the registration statement
      relates includes any shares issuable as dividends on the Series A
      preferred stock. If not, please make clear where you discuss the option to
      pay dividends in stock in the prospectus that the stock is not included as
      part of this offering.

    Response:

    The
Company has amended the Registration Statement to correct the
inconsistency.  Further, the Company has clarified that the 2,230,000
shares of common stock to which the Registration Statement relates does not
include any shares issuable as dividends on the Series A Preferred
Stock.

Cover Page of the
Prospectus

              3.

              We
      note your statement that the offering price may be the market price
      prevailing at the time of sale or a privately negotiated price. We also
      note your statement on page 18 that you have proposed a selling price of
      $4.05 per share. Please clarify your disclosure. If your selling
      shareholder will be selling at a fixed price or price range, please
      include that fixed puce or price range on the cover page of your
      prospectus. Conforming 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 for omitting pricing information.
      Item 501(b) (3) of Regulation S-K and Schedule A, paragraph 16, of the
      Securities Act of 1933 generally require inclusion of pricing information
      in your prospectus.

    Response:

    The
Company has amended the Registration Statement to clarify the above referenced
disclosure.

    Risk
Factors

    Risk Factors Related to Our
Stock

    Our issuance of common stock
at a price below prevailing trading prices…” page 15

              4.

              Expand
      the discussion in this risk factor to include all of the stock issuable as
      dividends on the convertible preferred stock and upon exercise of the
      warrants issued to the finder in regard to the private placement that
      closed in September, 2008.

    Response:

    The
Company has revised the Registration Statement to expand the discussion of the
risk factor accordingly.

    Our issuance of shares of
preferred stock, warrants and stock options…”page 15

              5.

              Expand
      the discussion in this risk factor to quantify the amount of each type of
      security outstanding and issuable upon conversion of all outstanding
      preferred stock, options and
warrants.

    Response:

    The
Company has revised the Registration Statement to expand the discussion in this
risk factor to quantify the amount of each type of security outstanding and
issuable upon conversion of all outstanding preferred stock, options and
warrants, respectively.

    September 8, 2008 Private
Placement, page 20

              6.

              Ensure
      that you have discussed all of the material provisions of the Series A
      preferred stock. We note for example, that you do not discuss the
      conversion features of the stock. Also ensure that you have defined all
      terms used in your discussion. We note that you have not defined the term
      “Conversion Price” on page 20.

    Response:

    The
Company has amended the Registration Statement to include all of the material
provisions of the Series A Preferred Stock.

              7.

              Specify
      the equity conditions that must be met before you may issue common stock
      as dividends on the Series A preferred
stock.

    Response:

    The
Company has amended the Registration Statement to specify the above
referenced equity conditions.

              8.

              It
      appears that language is missing from the third sentence in the third full
      paragraph on page 20. Please
advise.

    Response:

    The
Company has revised the above referenced disclosure.

              9.

              In
      the third full paragraph on page 22, you refer to a table setting forth
      the amount of each payment in connection with the private placement, but
      no table appears. Please provide this
  information.

    Response:

    The
Company has revised its disclosure in Comment  6 and Comment 7 to
encompass the information required by Paragraph 9.

    Management’s Discussion and
Analysis of or Plan of Operation

    Six Months Ended June 30.
200S

    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 basis, 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.

    Response:

    The
Company has revised the Registration Statement to discuss the extent to which
the Company is currently using funds in its Operations on a monthly basis, and
has indicated 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 sources of liquidity. We note your discussion of sales of
      common stock beginning October 2007 through September 2008 discussed on
      page II-1.

    Response:

    The
Company has revised the Registration Statement to discuss historical sources of
liquidity.

    Security Ownership of
Certain Beneficial 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 that Vicis Capital Master Fund is not included on
      this table. Please advise.

    Response:

    The
Company has revised the Beneficial Ownership Table to include Vicis Capital
Master Fund.

    Transactions with Related
Persons Promoters and Certain Control Persons, page 38

              13.

              Ensure
      that you have provided all of the information required by Item 404 of
      Regulation S-K. As an example, in regard to the personal loans from the
      two private investors, provide the information required by Item 404(a)
      (5).

    Response:

    The
Company has revised its disclosure regarding the two personal
loans.

    Information Not Required in
Prospectus

    Indemnification of Directors
and Officers. page II-1

              14.

              Ensure
      that you have provided all of the information required by Item 702 of
      Regulation S-K, including the general effect of any statute under which
      any controlling person, officer or director is
  indemnified.

    Response:

    The
Company has revised its disclosure to include all information required by Item
702 of Regulation S-K.

    Signatures

              15.

              The
      Form S-1 must be signed by your Principal Financial Officer and Controller
      or Principal Accounting Officer, or persons performing similar functions.
      With your next amendment, please provide the appropriate
      signatures.

    Response:

    The
Company has revised the signature blocks accordingly.

    The
Company acknowledges the following:

              ·

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      all of its filings;

              ·

              Any
      changes to disclosure in response to the Commission’s 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.

    If you have any further comments or questions, please feel
free to contact me at any time.

              Sincerely,

              /s/
      Dave Harrell

              Dave
      Harrell

              Chief
      Executive Officer