SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 O DYSSEY M ARINE E XPLORATION ,
I NC . 205 S. Hoover Boulevard
 Suite 210 Tampa, Florida
33609 April 16, 2025 VIA EDGAR
 Securities and Exchange Commission Division of
Corporate Finance Office of Energy & Transportation
 100 F Street N.E. Washington, D.C. 20549

 Re:
 Odyssey Marine Exploration, Inc.
 Registration Statement on Form S-3
 SEC Registration No.: 333-286323
 Ladies and Gentlemen: On behalf of Odyssey
Marine Exploration, Inc. (the “ Company ”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement
on Form S-3 so that it will become effective at 4:30 p.m., Eastern Time, on Monday, April 21, 2025, or as soon as practicable thereafter. In connection with the foregoing, the Company hereby acknowledges
that:

 •

 should the Commission or the staff, acting pursuant to 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
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 •

 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 confirm the
date and time of effectiveness of the registration statement to David M. Doney at Akerman LLP, our counsel, at (813) 209-5070.

 Very truly yours,

 O DYSSEY M ARINE E XPLORATION , I NC .

 /s/ Mark D. Gordon

 Mark D. Gordon

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2025

Mark D. Gordon
Chief Executive Officer
ODYSSEY MARINE EXPLORATION INC
205 S. Hoover Boulevard
Suite 210
Tampa, FL 33609

 Re: ODYSSEY MARINE EXPLORATION INC
 Registration Statement on Form S-3
 Filed April 1, 2025
 File No. 333-286323
Dear Mark D. Gordon:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Liz Packebusch at 202-551-8749 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: David M. Doney, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 ODYSSEY MARINE EXPLORATION,
INC.

 205 S. Hoover Boulevard

Suite 210

 Tampa, Florida
33609

 February 5, 2025

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Energy & Transportation

100 F Street N.E.

 Washington, D.C. 20549

Re:
 Odyssey Marine Exploration, Inc.

Registration Statement on Form S-1

SEC Registration No.: 333-284491

Ladies and Gentlemen:

 On behalf of Odyssey
Marine Exploration, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement
on Form S-1 so that it will become effective at 4:30 p.m., Eastern Time, on Friday, February 7, 2025, or as soon as practicable thereafter. In connection with the foregoing, the Company hereby
acknowledges that:

•

 should the Commission or the staff, acting pursuant to 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
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 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 confirm the
date and time of effectiveness of the registration statement to David M. Doney at Akerman LLP, our counsel, at (813) 209-5070.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Mark D. Gordon

Mark D. Gordon

Chief Executive Officer

February 3, 2025
Mark D. Gordon
Chief Executive Officer
Odyssey Marine Exploration, Inc.
205 S. Hoover Boulevard
Suite 210
Tampa, FL 33609
Re:Odyssey Marine Exploration, Inc.
Registration Statement on Form S-1
Filed January 24, 2025
File No. 333-284491
Dear Mark D. Gordon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja Majmudar at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:David M. Doney

CORRESP
1
filename1.htm

CORRESP

 ODYSSEY MARINE EXPLORATION,
INC.

 205 S. Hoover Boulevard

Suite 210

 Tampa, Florida
33609

 June 7, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Energy & Transportation

100 F Street N.E.

 Washington, D.C. 20549

Re:
 Odyssey Marine Exploration, Inc.

Registration Statement on Form S-1

Amendment No. 1 to Registration Statement on Form S-1

SEC Registration No.: 333-279720

Ladies and Gentlemen:

 On behalf of Odyssey
Marine Exploration, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement
on Form S-1, as amended by Amendment No. 1 thereto, so that it will become effective at 10:00 a.m., Eastern Time, on Wednesday, June 12, 2024, or as soon as practicable thereafter. In connection with
the foregoing, the Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to 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
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 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 confirm the
date and time of effectiveness of the registration statement to David M. Doney at Akerman LLP, our counsel, at (813) 209-5070.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Mark D. Gordon

Mark D. Gordon

Chief Executive Officer

United States securities and exchange commission logo
June 3, 2024
Mark D. Gordon
Chief Executive Officer
Odyssey Marine Exploration, Inc.
205 S. Hoover Boulevard
Suite 210
Tampa, FL 33609
Re:Odyssey Marine Exploration, Inc.
Registration Statement on Form S-1
Filed May 24, 2024
File No. 333-279720
Dear Mark D. Gordon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Doney

CORRESP
1
filename1.htm

CORRESP

 ODYSSEY MARINE EXPLORATION,
INC.

 205 S. Hoover Boulevard

Suite 210

 Tampa, Florida
33609

 May 26, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Energy & Transportation

100 F Street N.E.

 Washington, D.C. 20549

Re:
 Odyssey Marine Exploration, Inc.

   Registration Statement on Form S-3

   Amendment No. 1 to Registration Statement on Form S-3

    SEC Registration No.: 333-272092

Ladies and Gentlemen:

 On behalf of Odyssey
Marine Exploration, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement
on Form S-3, as amended by Amendment No. 1 thereto, so that it will become effective at 10:00 a.m., Eastern Time, on Thursday, June 1, 2023, or as soon as practicable thereafter. In connection with
the foregoing, the Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to 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
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 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 confirm the
date and time of effectiveness of the registration statement to David M. Doney at Akerman LLP, our counsel, at (813) 209-5070.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Christopher E. Jones

Christopher E. Jones

Chief Financial Officer

United States securities and exchange commission logo
May 25, 2023
Christopher Jones
Chief Financial Officer
Odyssey Marine Exploration, Inc.
205 S. Hoover Boulevard
Suite 210
Tampa, Florida 33609
Re:Odyssey Marine Exploration, Inc.
Registration Statement on Form S-3
Filed May 23, 2023
Amendment No. 1 to Form S-3
Filed May 23, 2023
File No. 333-272092
Dear Christopher Jones:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Doney

United States securities and exchange commission logo
August 18, 2022
Mark D. Gordon
Chief Executive Officer
Odyssey Marine Exploration, Inc.
205 S. Hoover Blvd.
Suite 210
Tampa, FL 33609
Re:Odyssey Marine Exploration, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-31895
Dear Mr. Gordon:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rebecca Williams

CORRESP
1
filename1.htm

CORRESP

 205 SOUTH HOOVER BOULEVARD

SUITE 210

TAMPA, FLORIDA 33609

August 11, 2022

 VIA EDGAR
CORRESPONDENCE

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Odyssey Marine Exploration, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2021

Filed March 31, 2022

SEC File No.: 001-31895

Ladies and Gentlemen:

 The purpose of this
letter is to respond to the Staff’s comment letter of July 28, 2022 (the “Comment Letter”), to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment
Letter, followed in each case by the Company’s response. The Company is filing an amendment to the filing on Form 10-K/A (the “Second Amendment”) concurrently herewith.

Form 10-K/A Filed July 19, 2022

Item 2. Properties, page 1

1.
 We note your response to comment 1. The summary disclosure is required disclosure pursuant to Item 1301 (d)
of Regulation S-K. Please disclose the required information for all mineral properties in which you have an interest, identifying the particular information in which you have yet to obtain.

 The Second Amendment, under the heading “Other Interests and Projects,” sets forth the summary disclosure
required by Item 1301(d) of Regulation S-K. The disclosure set forth in the Second Amendment identifies the otherwise required information to which the Company does not have access and states the reasons that
such information is not available.

2.
 We note your response to comment 2 and we partially reissue the comment. The amended filing includes 43-101 resource disclosure on pages 4 and 5 and your disclosure on page 1 directs readers to the NI 43-101 report that was filed as an exhibit to the 10-K filed on March 31, 2021. Considering that you are not filing an S-K 1300 technical report summary, please revise to remove all resource disclosure and to eliminate
the reference to the 43-101 technical report.

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 August 11, 2022

 Page 2

 In response to the Staff’s comment, the Company has revised the disclosure regarding the
Don Diego Phosphorite Project in the Second Amendment to remove all resource disclosure and to eliminate the reference to the 43-101 technical report.

Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2021

 Item 9A. Controls and Procedures, page 6

3.
 We note your revised disclosures in response to prior comments 3 and 4. We note you removed the conclusions
of your CEO and CFO regarding the effectiveness of your disclosure controls and procedures and did not include full text of disclosures required by Item 9A. Please note that amendments to Exchange Act filings must include the complete text of each
item that is amended per Exchange Act Rule 12b-15. Please amend the filing to include the disclosures required by Items 307 and 308 of Regulation S-K. Please ensure to
file updated Section 302 and Section 906 certifications from your principal executive officer and principal financial officer as required by Item 601(b)(31) and (32) of Regulation S-K.

 In response to the Staff’s comment, the disclosure set forth in the Second Amendment has been revised to
include the disclosures required by Items 307 and 308 of Regulation S-K.

 Updated Section 302
and Section 906 certifications of our principal executive officer and principal financial officer as required by Item 601(b)(31) and (32) of Regulation S-K are filed as exhibits to the Second
Amendment.

 * * * * * * *

In connection with the Company’s response to the Comment Letter, the Company hereby acknowledges that:

•

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

•

 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.

 Please feel free to contact me at (917) 402-4001 should you have any questions regarding this response.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Christopher E. Jones

 Christopher E. Jones

 Chief Financial
Officer

 CEJ:icp

United States securities and exchange commission logo
July 28, 2022
Mark D. Gordon
Chief Executive Officer
Odyssey Marine Exploration, Inc.
205 S. Hoover Blvd.
Suite 210
Tampa, FL 33609
Re:Odyssey Marine Exploration, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-31895
Dear Mr. Gordon:
            We have reviewed your July 18, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 6, 2022 letter.
Form 10-K/A Filed July 19, 2022
Item 2. Properties, page 1
1.We note your response to comment 1.  The summary disclosure is required disclosure
pursuant to Item 1301 (d) of Regulation S-K.  Please disclose the required information for
all mineral properties in which you have an interest, identifying the particular
information in which you have yet to obtain.
2.We note your response to comment 2 and we partially reissue the comment.  The amended
filing includes 43-101 resource disclosure on pages 4 and 5 and your disclosure on page 1
directs readers to the NI 43-101 report that was filed as an exhibit to the 10-K filed on
March 31, 2021.  Considering that you are not filing an S-K 1300 technical report

 FirstName LastNameMark D. Gordon
 Comapany NameOdyssey Marine Exploration, Inc.
 July 28, 2022 Page 2
 FirstName LastName
Mark D. Gordon
Odyssey Marine Exploration, Inc.
July 28, 2022
Page 2
summary, please revise to remove all resource disclosure and to eliminate the reference to
the 43-101 technical report.
Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2021
Item 9A. Controls and Procedures, page 6
3.We note your revised disclosures in response to prior comments 3 and 4.  We note you
removed the conclusions of your CEO and CFO regarding the effectiveness of your
disclosure controls and procedures and did not include full text of disclosures required by
Item 9A.  Please note that amendments to Exchange Act filings must include the complete
text of each item that is amended per Exchange Act Rule 12b-15.  Please amend the filing
to include the disclosures required by Items 307 and 308 of Regulation S-K.  Please
ensure to file updated Section 302 and Section 906 certifications from your principal
executive officer and principal financial officer as required by Item 601(b)(31) and (32) of
Regulation S-K.
            You may contact Myra Moosariparambil at 202-551-3796 or Raj Rajan at 202-551-3388
if you have questions regarding comments on the financial statements and related matters.
Please contact John Coleman, Mining Engineer at 202-551-3610 if you have questions about
engineering comments.  Please contact Craig Arakawa, Branch Chief, at 202-551-3650 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rebecca William

CORRESP
1
filename1.htm

CORRESP

 205 SOUTH HOOVER BOULEVARD

SUITE 210

TAMPA, FLORIDA 33609

July 18, 2022

 VIA EDGAR CORRESPONDENCE

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F Street, N.E.

 Washington, D.C.20549

Attention: Craig Arakawa, Branch Chief

Re:
 Odyssey Marine Exploration, Inc. (the “Company”)

 Form 10-K for the Year Ended December 31, 2021 (the
“Original Filing”)

 Filed March 31, 2022

 SEC File No.: 001-31895

Dear Mr. Arakawa:

 The purpose of this
letter is to respond to the Staff’s comment letter of July 6, 2022 (the “Comment Letter”), to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment
Letter, followed in each case by the Company’s response. The Company is filing an amendment to the filing on Form 10-K/A (the “Amendment”) concurrently herewith.

Form 10-K for the Fiscal Year Ended December 31, 2021

Item 2. Properties, page 18

1.
 Summary disclosure should include a summary of all properties including material and non-material properties pursuant to Item 1303(a) of Regulation S-K. Please revise to include the required information under Item 1303(b) of Regulation S-K for all properties.

 In response to the Staff’s comment, the Company has
removed the subheading “Other exploration projects” and the disclosure thereunder from Item 2 of Part I in the Amendment. As noted in the Original Filing, the projects that were referenced therein are in the early exploration stages.
The Company does not have all the information required to provide the disclosure required information under Item 1303(b) of Regulation S-K, and the Company cannot obtain the required information without
unreasonable expense or delay.

2.
 We note your disclosure of mineral resources and that you have filed a technical report as Exhibit 96.1 that
has been prepared under Canadian Securities Laws. Please note that there are no provisions under S-K 1300 that permit the substitution of reserves or resources determined under another jurisdiction. Please
file a technical report summary pursuant to Item 601(b)(96) of Regulation S-K for resource disclosure on material properties or revise to remove the resource estimate.

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 July 18, 2022

  Page
 2

 As suggested by the Staff’s comment, the Company has removed the subheading
“Phosphorite Resources” and the disclosure thereunder from Item 2 of Part I in the Amendment. The Company has discussed the Staff’s comment with the qualified person who prepared the NI
43-101 report and determined that the Company cannot obtain a report compliant with Item 601(b)(96) of Regulation S-K without unreasonable expense or delay.

Item 9A. Controls and Procedures

 Disclosure Controls
and Procedures, page 34

3.
 In light of the comments below regarding deficiencies in management’s annual report on internal control
over financial reporting, please consider whether management’s failure to provide a complete report on internal control over financial reporting impacts its conclusions regarding the effectiveness of your disclosure controls and procedures as
of the end of the period covered by the report and revise your disclosure as appropriate. If you continue to believe your disclosure controls and procedures are effective, please tell us the factors you considered and highlight for us those factors
that supported your conclusion. Otherwise, please amend your Form 10-K to disclose management’s revised conclusion on the effectiveness of your disclosure controls and procedures as of the end of the
fiscal year and any remediation plans that have or will be enacted.

 As noted in the response to the comment below,
the Company has added in the Amendment a statement that in making the assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework (2013 edition) and management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021. After receiving the Staff’s comment, management reviewed the
preparation of the Original Filing and concluded that the omission of the statement identifying the framework used by management to evaluate the effectiveness of the registrant’s internal control over financial reporting resulted from a
transcription error. Based upon this determination, management continues to believe that the Company’s disclosure controls and procedures are effective. Nonetheless, since the filing of the Original Filing, the Company has added resources to
its finance and accounting staff and others who are involved in the Company’s reporting, and the Company is confident that a similar omission will not occur in the future.

Index to Consolidated Financial Statements

Management’s Annual Report on Internal Control over Financial Reporting, page 38

4.
 Please amend your filing to provide the required disclosures in accordance with Item 308(a)(2) and(3) of
Regulation S-K, including:

•

 A statement identifying the framework used by management to evaluate the effectiveness of the
registrant’s internal control over financial reporting.

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 July 18, 2022

  Page
 3

•

 Management’s assessment of the effectiveness of the registrant’s internal control over financial
reporting as of the end of the registrant’s most recent fiscal year, including a statement as to whether or not internal control over financial reporting is effective. This discussion must include disclosure of any material weakness in the
registrant’s internal control over financial reporting identified by management. Management is not permitted to conclude that the registrant’s internal control over financial reporting is effective if there are one or more material
weaknesses in the registrant’s internal control over financial reporting.

 In response to the Staff’s
comment, the Company has added in the Amendment a statement that in making the assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework (2013 edition) and management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

* * * * * * *

 In connection
with the Company’s response to the Comment Letter, the Company hereby acknowledges that:

•

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

•

 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.

 Please feel free to contact me at (917) 402-4001 should you have any questions regarding this response.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Christopher E. Jones

Christopher E. Jones

Chief Financial Officer

 CEJ:icp

United States securities and exchange commission logo
July 6, 2022
Mark D. Gordon
Chief Executive Officer
Odyssey Marine Exploration, Inc.
205 S. Hoover Blvd.
Suite 210
Tampa, FL 33609
Re:Odyssey Marine Exploration, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-31895
Dear Mr. Gordon:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 2. Properties, page 18
1.Summary disclosure should include a summary of all properties including material and
non-material properties pursuant to Item 1303(a) of Regulation S-K.  Please revise to
include the required information under Item 1303(b) of Regulation S-K for all properties.
2.We note your disclosure of mineral resources and that you have filed a technical report as
Exhibit 96.1 that has been prepared under Canadian Securities Laws.  Please note that
there are no provisions under S-K 1300 that permit the substitution of reserves or
resources determined under another jurisdiction.  Please file a technical report summary
pursuant to Item 601(b)(96) of Regulation S-K for resource disclosure on material
properties or revise to remove the resource estimate.

 FirstName LastNameMark D. Gordon
 Comapany NameOdyssey Marine Exploration, Inc.
 July 6, 2022 Page 2
 FirstName LastNameMark D. Gordon
Odyssey Marine Exploration, Inc.
July 6, 2022
Page 2
Item 9A. Controls and Procedures
Disclosure Controls and Procedures, page 34
3.In light of the comments below regarding deficiencies in management’s annual report on
internal control over financial reporting, please consider whether management’s failure to
provide a complete report on internal control over financial reporting impacts its
conclusions regarding the effectiveness of your disclosure controls and procedures as of
the end of the period covered by the report and revise your disclosure as appropriate.  If
you continue to believe your disclosure controls and procedures are effective, please tell
us the factors you considered and highlight for us those factors that supported your
conclusion.  Otherwise, please amend your Form 10-K to disclose management's revised
conclusion on the effectiveness of your disclosure controls and procedures as of the end of
the fiscal year and any remediation plans that have or will be enacted.
Index to Consolidated Financial Statements
Management's Annual Report on Internal Control over Financial Reporting, page 38
4.Please amend your filing to provide the required disclosures in accordance with Item
308(a)(2) and(3) of Regulation S-K, including:

•A statement identifying the framework used by management to evaluate the
effectiveness of the registrant's internal control over financial reporting.
•Management's assessment of the effectiveness of the registrant's internal control over
financial reporting as of the end of the registrant's most recent fiscal year, including a
statement as to whether or not internal control over financial reporting is effective.
This discussion must include disclosure of any material weakness in the registrant's
internal control over financial reporting identified by management.  Management is
not permitted to conclude that the registrant's internal control over financial reporting
is effective if there are one or more material weaknesses in the registrant's internal
control over financial reporting.

 FirstName LastNameMark D. Gordon
 Comapany NameOdyssey Marine Exploration, Inc.
 July 6, 2022 Page 3
 FirstName LastName
Mark D. Gordon
Odyssey Marine Exploration, Inc.
July 6, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
             You may contact Myra Moosariparambil at (202) 551-3796 or Raj Rajan at (202) 551-
3388 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Coleman, Mining Engineer, at (202) 551-3610 if you have
questions regarding the engineering comments. Please contact Craig Arakawa, Branch Chief, at
(202) 551-3650 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rebecca William

CORRESP
1
filename1.htm

CORRESP

 ODYSSEY MARINE EXPLORATION,
INC.

 205 S. Hoover Boulevard

Suite 210

 Tampa, Florida
33609

 December 21, 2021

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Transportation and Leisure

 100
F Street N.E.

 Washington, D.C. 20549

Attention:    Arthur Tornabene-Zalas, Special Counsel

Re:
 Odyssey Marine Exploration, Inc.

Registration Statement on Form S-3

SEC Registration No.: 333-261592

Dear Mr. Tornabene-Zalas:

 On behalf of
Odyssey Marine Exploration, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for
Thursday, December 23, 2021, at 5:00 p.m., Eastern time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to 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
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 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 confirm the
date and time of effectiveness of the registration statement to David M. Doney at Akerman LLP, our counsel, at (813) 209-5070.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Christopher E. Jones

Christopher E. Jones

Chief Financial Officer

United States securities and exchange commission logo
December 20, 2021
Mark Gordon
Chief Executive Officer
Odyssey Marine Exploration, Inc.
205 S. Hoover Boulevard
Suite 210
Tampa, Florida 33609
Re:Odyssey Marine Exploration, Inc.
Registration Statement on Form S-3
Filed December 10, 2021
File No. 333-261592
Dear Mr. Gordon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at 202-551-3162 or Laura Nicholson, Special
Counsel, at 202-551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David M. Doney, Esq.

CORRESP
1
filename1.htm

CORRESP

 ODYSSEY MARINE EXPLORATION,
INC.

 5215 West Laurel Street

Tampa, Florida 33607

October 23, 2018

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporate
Finance

 Office of Transportation and Leisure

 100 F Street
N.E.

 Washington, D.C. 20549

Attention:    J. Nolan McWilliams, Attorney-Advisor

 Re:

Odyssey Marine Exploration, Inc.

 Registration Statement on Form S-3

SEC Registration No.: 333-227666

 Dear Mr. McWilliams:

On behalf of Odyssey Marine Exploration, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as
amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for Thursday, October 25, 2018, at 5:00 p.m., Eastern time, or as soon thereafter as practicable. In connection with the foregoing,
the Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to 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
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 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 confirm the
date and time of effectiveness of the registration statement to David M. Doney at Akerman LLP, our counsel, at (813) 209-5070.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Jay A. Nudi

Jay A. Nudi

Chief Financial Officer

October 16, 2018
Mark Gordon
Chief Executive Officer
Odyssey Marine Exploration, Inc.
5215 West Laurel Street
Tampa, FL 33607
Re:Odyssey Marine Exploration, Inc.
Registration Statement on Form S-3
Filed October 2, 2018
File No. 333-227666
Dear Mr. Gordon:
            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 appropriate, 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.
Form S-3
Cover Page
1.Please set forth in the fifth paragraph the calculation of the aggregate market value of your
outstanding voting and nonvoting common equity.  Refer to Instruction 7 to General
Instruction I.B.6 to Form S-3.
Documents Incorporated by Reference, page 9
2.Please identify each specific Form 8-K filed since December 31, 2017 that you are
incorporating by reference.  Refer to Item 12(a) to Form S-3.

 FirstName LastNameMark Gordon
 Comapany NameOdyssey Marine Exploration, Inc.
 October 16, 2018 Page 2
 FirstName LastName
Mark Gordon
Odyssey Marine Exploration, Inc.
October 16, 2018
Page 2
General
3.Refer to note (3) to the Calculation of Registration Fee table.  Please tell us how you meet
the condition in Rule 457(p) that the subsequent registration statement must be filed
within five years of the initial filing date of the earlier registration statement.  We note in
this regard that the earlier Form S-3 was initially filed May 10, 2012.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact J. Nolan McWilliams, Attorney-Advisor, at (202) 551-3217 or Laura
Nicholson, Special Counsel, at (202) 551-3584 with any questions you may have.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       David M. Doney

September 28, 2018
Jay A. Nudi
Chief Financial Officer
ODYSSEY MARINE EXPLORATION INC
5215 W. Laurel Street
Tampa, Florida 33607
Re:Odyssey Marine Exploration Inc
Form 10-K for the year ended December 31, 2017
Filed on March 26, 2018
File No. 001-31895
Dear Mr. Nudi:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

CORRESP

 5215 W. Laurel Street

Tampa, FL 33607

 Tele: (813)876-1776

 Fax: (813) 870-1921

        September 27, 2018

 VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Effie Simpson

Re:

 Odyssey Marine Exploration, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2017 (the
“Form 10-K”)

 Filed March 26, 2018

SEC File No.: 001-31895

 Dear Ms. Simpson:

The purpose of this letter is to respond to the Staff’s comment letter of September 26, 2018 (the “Comment
Letter”), to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s response.

Form 10-K for the Year Ended December 31, 2017

Report of Independent Registered Public Accounting Firm, page 32

1.
 Please have your auditors revise their audit report to comply with PCAOB AS 3101, The Auditor’s Report
on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion. Refer to SEC Release 34-81916.

Our auditors have revised their audit report to comply with PCAOB AS 3101. The Company will file a Form
10-K/A that includes the revised audit report.

 *******

In connection with the Company’s response to the Comment Letter, the Company hereby acknowledges that:

•

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

 Securities and Exchange Commission

Page -2-

•

 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.

 Please feel free to contact me at (813) 314-2683 should you have any questions regarding this response.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Jay A. Nudi

 Jay A. Nudi

 Chief Financial
Officer

September 26, 2018
Jay A. Nudi
Chief Financial Officer
ODYSSEY MARINE EXPLORATION INC
5215 W. Laurel Street
Tampa, Florida 33607
Re:Odyssey Marine Exploration Inc
Form 10-K for the year ended December 31, 2017
Filed on March 26, 2018
File No. 001-31895
Dear Mr. Nudi:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2017
Report of Independent Registered Public Accounting Firm, page 32
1.Please have your auditor's revise their audit report to comply with PCAOB AS 3101, The
Auditor's Report on an Audit of Financial Statements When the Auditor Expresses an
Unqualified Opinion. Refer to SEC Release 34-81916.

 FirstName LastNameJay A.  Nudi
 Comapany NameODYSSEY MARINE EXPLORATION INC
 September 26, 2018 Page 2
 FirstName LastName
Jay A.  Nudi
ODYSSEY MARINE EXPLORATION INC
September 26, 2018
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Effie Simpson at (202) 551-3346 or Claire Erlanger at (202) 551-3750
with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 3561
November 18, 2015

Philip S. Devine
Chief Financial Officer
Odyssey Marine Exploration, Inc.
5215 W. Laurel Street
Tampa, Florida 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10-K for the Year Ended December 31, 2014
Filed March 16, 2015
File No. 001 -31895

Dear Mr. Devine :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Correspondence

 5215 W. Laurel Street

Tampa, FL 33607

 Tele: (813)
876-1776

 Fax: (813) 870-1921

 November 5, 2015

VIA EDGAR CORRESPONDENCE

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C.20549

 Attention: Melissa Raminpour

Re:
Odyssey Marine Exploration, Inc. (the “Company”)

 Form 10-K for the
Year Ended December 31, 2014 (the “Form 10-K”)

 Filed March 16, 2015

SEC File No.: 001-31895

 Dear Melissa
Raminpour:

 The purpose of this letter is to respond to the Staff’s comment letter of October 22, 2015 (the “Comment
Letter”), to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s response.

Form 10-K for the Year Ended December 31, 2014

Financial Statements

Note N – Deferred Income and Revenue Participation Rights, page 57

1.
We note that your deferred income balance related to the contract with Galt Resources on the HMS Victory project has not yet been recognized due to the project remaining in the UK courts at the current time. We
further note a UK Telegraph article from February 15, 2015 that implies that the Maritime Heritage Foundation has only £65,000 and there is believed to be no treasure at the site and therefore you would be performing the work as pro bono
work for its historical significance. In light of this article, please explain to us why you believe your deferred revenue is recoverable and explain in further detail your obligations to Galt Resources in the event there is no treasure at the site
of the HMS Victory. Your response should clearly explain your liability to Galt in the event you are not paid from the HMS Victory project given that Galt has already paid for revenue participation rights in the project.

There are currently no UK Court proceedings concerning the HMS Victory Project. The UK Courts are thus not impacting the recognition of
the deferred income balance.

 In the agreement with Galt, and as noted in our most recent Form 10-K and 10-Q describing the Galt Resources
Syndication deal “If the project is successful and generates sufficient proceeds… Galt’s investment return will be paid out of the project proceeds.” Odyssey only has to pay sums to Galt if

 Securities and Exchange Commission

October 1, 2013

 Page -2-

 Odyssey itself receives proceeds from the project. If the project is not successful or does
not generate sufficient proceeds to Odyssey, there is no further obligation to Galt. The deferred revenues (liability balance) can only be recognized as (Income Statement) revenues by Odyssey if Odyssey pays the amounts due to Galt from the selected
shipwreck project. The Galt agreement contains no time limit and since we have not been able to perform the archaeological excavation yet, this deferred income remains on our balance sheet. If the archaeological excavation occurs and it is
determined that no proceeds will ever be available to Odyssey (and Galt), then we would credit the balance to “other income”.

The Maritime Heritage Foundation (“MHF”) has little cash today because they have not conducted any fundraising efforts in advance of
final permission from the UK Government to proceed with the archaeological investigation and recovery of at-risk artefacts from the HMS Victory (1744) in accordance with the approved Project Design.

We believe that no adjustment is needed to our prior 10-K and 10-Q filings to address the SEC Comment above. However we are adding this
additional explanation in our current 10-Q filing under the section “NOTE M – DEFERRED INCOME AND REVENUE PARTICIPATION RIGHTS”:

There is no expiration date on the Galt deal for the HMS Victory project. If the archaeological excavation of the shipwreck is performed
and insufficient proceeds are obtained, then the deferred income balance will be recognized as other income. If the archaeological excavation of the shipwreck is performed and sufficient proceeds are obtained, then the deferred income balance will
be recognized as revenue.

2.
In a related matter, given that your disclosure on page five indicates that although the Ministry of Defence gave its consent to proceed with excavations and withdrew such consent in March 2015, please explain to us
the reasons for the withdrawal of consent and clearly explain the nature of the Judicial Review by the United Kingdom government concerning the HMS Victory project.

A single British citizen who is opposed to our project threatened to file for a judicial review of the UK Ministry of Defence’s
(“MOD”) decision to consent to the archaeological investigation and recovery of at-risk artefacts from the HMS Victory (1744) in accordance with the approved Project Design. The UK judicial review process is a challenge to the
way in which a decision has been made, rather than the rights or wrongs of the conclusions reached. In recent years, this process has been used by some pressure groups and campaigners as a delaying tactic or to generate publicity.

The individual who threatened the judicial review is a long-time campaigner against the project who has been citing the UK’s
“policy” of abiding by the UNESCO Convention for the Protection of Underwater Cultural Heritage (to which the UK is not a signatory) as a reason to deny the project. The Project Design complies with UK law and also the archaeological
principles of the Convention, even though the UK is not a signatory to this UNESCO convention. We have been advised that the MOD withdrew the original consent to avoid a costly review process and that the MOD will provide consent again in the coming
months.

 No Judicial Review has been granted or conducted in the UK concerning the MOD decision or the HMS Victory project. Only a
threat of a Judicial Review was made and it concerned the way the decision was made by the UK government and did not concern Odyssey itself. We do not believe that any additional disclosure is necessary in our 10-K or 10-Q on this subject.

 Securities and Exchange Commission

October 1, 2013

 Page -3-

 *******

In connection with the Company’s response to the Comment Letter, the Company hereby acknowledges that:

•

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

•

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.

Please feel free to contact me at (813) 505-7234 should you have any questions regarding this response.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Philip S. Devine

Philip S. Devine

Chief Financial Officer

Mail Stop 3561
October 22, 2015

Philip S. Devine
Chief Financial Officer
Odyssey Marine Exploration, Inc.
5215 W. Laurel Street
Tampa, Florida 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10-K for the Year Ended December 31, 2014
Filed March 16, 2015
File No. 001 -31895

Dear Mr. Devine :

We have limited our review of your filing to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when yo u will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2014

Financial Statements

Note N – Deferred Income and Revenue Participation Rights, page 57

1. We note that your deferred income balance related to the contract with Galt Resources on
the HMS Victory project has not yet been recognized due to  the project remaining in the
UK courts at the current time.  We further note a UK Telegraph article from February 15,
2015 that implies that the Maritime Heritage Foundation has only ₤65,000 and there is
believed to be no treasure at the site and therefor e you would be performing the work as
pro bono work for its historical significance.  In light of this article, please explain to us
why you believe your deferred revenue is recoverable and explain in further detail your
obligations to Galt Resources in th e event there is no treasure at the site of the HMS
Victory.  Your response should clearly explain your liability to Galt in the event you are

Philip S. Devine
Odyssey Marine Exploration, Inc.
October 22, 2015
Page 2

 not paid from the HMS Victory project given that Galt has already paid for revenue
participation rights in the pr oject.

2. In a related matter, given that your disclosure on page five indicates that although the
Ministry of Defence gave its consent to proceed with excavations and withdrew such
consent in March 2015, please explain to us the reasons for the withdrawa l of consent and
clearly explain the nature of the Judicial Review by the United Kingdom government
concerning the HMS Victory project.

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 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 th e accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 Commis sion or any person under the federal securities laws of the United States.

You may contact Heather Clark  at 202-551-3624 if you have questions regarding
comments on the financial statements and rel ated matters.  Please contact me  at 202-551-3379
with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

November 14 , 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings 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 l aws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 5215 W. Laurel Street

Tampa, FL 33607

 Tele:
(813)876-1776

 Fax: (813) 870-1921

 October 15, 2013

VIA EDGAR CORRESPONDENCE

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Ms. Effie
Simpson

Re:
Odyssey Marine Exploration, Inc. (the “Company”)

 Form 10-K for the
Year Ended December 31, 2012 (the “Form 10-K”)

 Filed March 12, 2013

SEC File No.: 001-31895

 Dear
Ms. Simpson:

 The purpose of this letter is to respond to the Staff’s comment letter of September 11, 2013 (as supplemented
by the Staff’s letter of October 7, 2013, the “Comment Letter”), to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment Letter, followed in each case by the
Company’s response.

 Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations Costs 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 related 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.

 Cost of sales consists of shipwreck recovery costs,
grading, conservation, packaging, and shipping costs associated with artifact and merchandise sales. The $3.7 million you refer to was other revenue from the recovery and sale (on behalf of the United Kingdom Government (the “UKG”) of bulk
commodity silver, not sales of coins or artifacts from inventory. We did not have cost of sales with respect to the sale of the bulk commodity silver because we did not own the silver. Instead, it was owned by the UKG and sold on behalf of the UKG.
Although we are entitled to a portion of the proceeds from the sale of the silver, and the UKG reimburses our operating expenses related to its recovery, these operating expenses are not included in cost of sales.

 Securities and Exchange Commission

October 15, 2013

 Page -2-

We do not believe that revising the disclosure as suggested in the Comment Letter would materially change the disclosure already in the Form 10-K. Accordingly, we would respectfully request that
Odyssey not be required to amend the disclosure in the Form 10-K. Nonetheless, Odyssey will revise the disclosure in future filings to include language that explains why an increase in other revenue associated with the recovery and sale (on behalf
of the UKG) of bulk commodity silver does not cause a related increase in cost of sales.

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 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 this arrangement during each period presented in your financial statements and explain how you recognize
and account for the amounts received in your financial statements.

 Under our agreement with the United Kingdom
Government for the Gairsoppa shipwreck, any proceeds from the recovery of the government-owned shipwreck cargo are first applied as a reimbursement to Odyssey for its search and recovery expenses related to the project. Any remaining net
proceeds from the silver owned by the United Kingdom Government are then split 20/80 between the government and Odyssey, respectively. In 2012, the proceeds from the silver sale were sufficient to fully reimburse Odyssey’s expenses and to
provide net proceeds that were split between the two parties. In 2012, the United Kingdom Government reimbursed Odyssey for a total of $17.8 million related to the successful Gairsoppa project. The $17.8 million of search and recovery
expenses for the Gairsoppa project consisted of $14.9 million of vessel-related expenses (ships’ crew, provisions, port fees and charter expenses), $1.7 million for fuel, $.4 million for specialized equipment and administrative expenses
of $.8 million. These Gairsoppa project expenses were credited to operating expense (“Operations and research”) in 2012 because the recovery occurred and monetization was certain during 2012.

We do not believe that adding the disclosure suggested in the Comment Letter would materially change the disclosure in the Form 10-K, which
already includes disclosure of the total amount. Accordingly, we would respectfully request that Odyssey not be required to amend the Form 10-K to add the additional disclosure. Nonetheless, Odyssey will revise the disclosure in future filings to
include language that states the nature and amount of the costs we are entitled to recover under the terms of the arrangement for this project, discloses the amounts received under this arrangement during each period presented in our financial
statements, and explains how we recognize and account for the amounts received in our financial statements.

3.
In a related matter, we note from the discussion in the last paragraph on page 18 that 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.

 Securities and Exchange Commission

October 15, 2013

 Page -3-

 The favorable income statement impact of $25.4 million is comprised of a credit to operating
expenses of $17.8 million related to the reimbursed search and recovery expenses under the caption “Operations and research,” $3.7 million of other revenue representing our contractual share of proceeds for the recovered bulk commodity
silver and $3.9 million of deferred revenue upon satisfaction of our agreement with Galt recognized in 2012 as other revenue.

 We do not
believe that adding the disclosure suggested in the Comment Letter would materially change the disclosure already in the Form 10-K, particularly because these items are explained elsewhere in the Form 10-K. Accordingly, we would respectfully request
that Odyssey not be required to amend the Form 10-K to add the additional disclosure. Nonetheless, Odyssey will revise the disclosure in future filings to explain the nature and amounts of the various components and how these various components are
recognized and accounted for in our 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
facts 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.

 Year Ended 2011 Compared to 2010

The favorable impact of fair value of derivative instruments of $8.6 million was primarily a result of redemptions in 2012 compared to 2011
($4.7 million) and change in stock price ($3.8 million).

 Year Ended 2012 Compared to 2011

The unfavorable impact of fair value of derivative instruments of $1.3 million was a result of the effect of redemptions of Senior Convertible
Notes ($3.7 million) and change in stock price ($1.3 million), offset in part by favorable changes in stock price volatility ($2.5 million) and the Additional Note and warrants issued in 2012 ($1.1 million).

Three Months Ended March 31, 2013 Compared to 2012

The unfavorable impact of fair value of derivative instruments of $.8 million was predominantly the change in stock price.

Six Months Ended June 30, 2013 Compared to 2012

The favorable impact of fair value of derivative instruments of $5.2 million was predominantly the change in stock price ($3.7 million) and
stock price volatility ($1.3 million)

 Our changes in assumptions in our derivative model did not have a material impact on the change in
fair value of the related derivative instruments.

 Although the reasons for the changes in the fair value of derivative instruments are not
quantified, the MD&A does reference the Note to the Financial Statements which does include the reasons. Therefore, we do not believe revising the disclosures as suggested in the Comment letter would

 Securities and Exchange Commission

October 15, 2013

 Page -4-

materially change the disclosures already included in the Forms 10-K and 10-Q. Nonetheless, Odyssey will revise the disclosure in future filings to quantify significant changes in the fair
value of derivative instruments.

 Consolidated 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.

 The 2011
difference between the Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Stockholders’ Equity for proceeds from common stock issued is $229,500. This amount consists of $10 for par value on common stock and $229,490
additional paid in capital from warrants exercised for cash and captioned as “Common stock issued on convertible instruments” and reported on the Statement of Changes in Shareholders’ Equity.

The 2012 difference between the Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Stockholders’ Equity for
proceeds from common stock issued for cash is $820,875. This amount consists of $48 for par value on common stock issued and $820,827 additional paid in capital from warrants exercised and captioned on the Statement of Changes in Stockholders Equity
as “Common stock issued on convertible instruments”.

 We do not believe that revising the disclosure as suggested in the Comment
Letter would materially change the disclosure already in the Form 10-K. Accordingly, we would respectfully request that Odyssey not be required to amend the disclosure in the Form 10-K.

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

Revenue from product sales is recognized at the point of sale when legal title transfers. Legal title transfers when product is shipped or is
available for shipment to customers. Costs of goods sold is recorded for product sales in the period the corresponding revenue is recognized.

 Securities and Exchange Commission

October 15, 2013

 Page -5-

 In accordance with Topic A.1. in SAB 13: Revenue Recognition, exhibit and expedition charter
revenue is recognized ratably when realized and earned as time passes throughout the contract period as defined by the terms of the agreement. Expenses related to the exhibit and expedition charter revenue are recorded as incurred and presented
under the caption “Operations and research” on our Consolidated Statements of Income.

 Other revenue of $3.2 million consists of
our fees related to the recovery of bulk silver bullion from the Gairsoppa project that exceeds the directly related operating and recovery expenses. We recognize revenue when we complete our contractual obligation to deliver the silver
bullion to the refining agent and the amount of revenue is reasonably assured based on the London Bullion Market rates. Operating and recovery expenses incurred in connection with the silver bullion fees consisted of $14.9 million of vessel-related
expenses (ships’ crew, provisions, port fees and charter expenses), $1.7 million for fuel, $.4 million for specialized equipment and administrative expenses of $.8 million incurred during 2011 and 2012. These expenses were charged to the
consolidated Statements of Income as incurred and subsequently reimbursed per our contract and recorded as a benefit (credit to expense) during 2012.

Other revenue also includes our recognition of deferred revenue of $3.9 million related to revenue participation rights we previously sold to
an investor. Upon receipt of funds payable to Galt for their revenue participation rights, we recognized revenue based upon the percent of Galt-related proceeds from the sale of silver as a percentage of total proceeds that Galt could earn under the
revenue participation agreement ($15 million).

 Under our agreement with the United Kingdom Government for the Gairsoppa project,
any proceeds from the recovery of the government-owned silver cargo are first applied as a reimbursement to Odyssey for its search and recovery expenses related to the project. Any remaining net proceeds from the silver owned by the United Kingdom
Government are then split 20/80 between the government and Odyssey, respectively. In 2012, the proceeds from the silver sales were sufficient to fully reimburse Odyssey’s expenses and to provide net proceeds that were split between the two
parties. The Gairsoppa project revenue recognized by Odyssey in 2012 resulted from Odyssey’s share of the net proceeds from the sale of the recovered silver bullion that belonged to the United Kingdom Government. The United Kingdom
Government reimbursed Odyssey for all of the expenses incurred by Odyssey to recover the government’s silver. Accordingly, Odyssey applied the expense reimbursement against its search and recovery expenses in the Odyssey 2012 Consolidated
Statement of Income under the caption “Operating Expenses: Operations and Research.”

 Bad debts are recorded as identified and,
from time to time, a specific reserve allowance will be established when required. A return allowance is established for sales that have a right of return. Accounts receivable is stated net of any recorded allowances.

We do not believe that revising the disclosure as suggested in the Comment Letter would materially change the disclosure already in the Form
10-K. Accordingly, we would respectfully request that Odyssey not be required to amend the disclosure in the Form 10-K. Nonetheless, Odyssey will revise the disclosure in future filings to include language that explain

October 7 , 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 letter dated October 1, 2013 , in response to the Staff’s letter
dated September 11, 2013 and have the following additional comment.  Please revise your
disclosure in future filings in response to our comment. Your response should be submitted in
electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten
(10) business days.
Note A . Organization and Summary of Significant Accounting Policies, page 38
Revenue Recognition and Accounts Receivable.
1. We note from your response to our prior comment number 6 that you will revise the notes
to your financial statements in future filings to explain the recognition of revenue for bulk
silver bullion. Please also revise to explain how you recognize deferred r evenue for
amounts which Galt earns under the revenue participation agreement and for the expenses
that you are reimbursed for under your agreement with the United Kingdom Government
for the Gairsoppa project. Your revised disclosures should be presented i n a level of
detail consistent with your response to our prior comment number 6.

Mr. Michael J. Holmes
Odyssey Marine Exploration Inc.
October 7 , 2013
Page 2

 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 statemen ts and
related matters.  Please contact the undersigned with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

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

CORRESP
1
filename1.htm

Acceleration Request

 ODYSSEY MARINE EXPLORATION,
INC.

 5215 West Laurel Street

 Tampa, Florida 33607

 July 3, 2012

VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention: Susan Block, Attorney-Advisor

Re:
Odyssey Marine Exploration, Inc.

 Registration Statement on Form S-3

 SEC Registration No.: 333-181310

 Dear Ms. Block:

 On behalf of Odyssey Marine Exploration, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness
of the above-referenced registration statement for Friday, July 6, 2012, at 5:00 p.m., Eastern time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to 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 effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 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 confirm the date and time of effectiveness
of the registration statement to David M. Doney at Akerman Senterfitt, our counsel, at (813) 209-5070.

 Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

 /s/ Michael J. Holmes

 Michael J. Holmes

 Chief Financial Officer

CORRESP
1
filename1.htm

Response Letter

David M. Doney

Akerman Senterfitt

401 E. Jackson Street

Suite 1700

Tampa, FL 33602-5250

Tel: 813.223.7333

Fax: 813.223.2837

Dir: 813.209.5070

Dir Fax: 813.218.5404

david.doney@akerman.com

 June 25, 2012

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention: Susan Block, Attorney-Advisor

Re:
Odyssey Marine Exploration, Inc.

 Registration Statement on Form S-3 (the “Registration Statement”)

 Filed May 10, 2012

 File No.: 333-181310

Dear Ms. Block:

 This letter
is being provided on behalf of Odyssey Marine Exploration, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) set forth in your letter dated June 22, 2012 (the “Comment Letter”), to Michael J. Holmes, the Company’s Chief Financial Officer, with respect to the Registration Statement.

Set forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s response. The Company is
filing Amendment No. 2 (the “Amendment”) to the Registration Statement concurrently herewith.

General

1.
We note your response to our prior comment 2 and your statement that you “understand[] that neither the Selling Stockholder nor any of its affiliates is
an affiliate of any broker-dealer.” Please provide us with an affirmative response that the Selling Stockholder is neither a broker-dealer nor an affiliate of a broker-dealer or advise. Please note that we may have further comments after
receipt of your response.

 After further inquiry and consideration, please be advised that
the Selling Stockholder is affiliated with a broker-dealer. Heights Capital Management, Inc., the authorized agent of the Selling Stockholder, has discretionary authority to vote and dispose of the shares held by the Selling Stockholder and may be
deemed to be the beneficial owner of these shares. Martin

 akerman.com

 BOCA RATON        DALLAS        DENVER        FORT
LAUDERDALE        JACKSONVILLE        LAS VEGAS        LOS ANGELES
MADISON        MIAMI

NAPLES        NEW
YORK        ORLANDO        PALM BEACH        SALT LAKE
CITY        TALLAHASSEE        TAMPA        TYSONS CORNER

WASHINGTON, D.C.        WEST PALM BEACH

 Securities and Exchange Commission

 Division of Corporation Finance

 June 25, 2012

Page -2-

 Kobinger, in his capacity as
Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by the Selling Stockholder. Mr. Kobinger disclaims any such beneficial ownership of the shares. The
Selling Stockholder is affiliated with one or more registered broker-dealers. The Selling Stockholder purchased the shares being registered hereunder in the ordinary course of business and at the time of purchase, had no agreements or
understandings, directly or indirectly, with any other person to distribute such shares.

 In reviewing the totality of the
circumstances, including the length of time since the Selling Stockholder made its initial investment decision, the investment intent of the Selling Stockholder in such transaction, the arm’s-length nature of the negotiation of the registration
rights, and the relative size of the offering to the number of shares outstanding, the Company again respectfully submits that the Selling Stockholder is not acting as an underwriter nor as a conduit for the Company, and, therefore, should not be
considered to be a statutory underwriter. We believe that the proposed offering by the Selling Stockholder is properly regarded as a secondary offering. This conclusion is consistent with the Commission’s published guidance on this question,
including the Commission’s Compliance and Disclosure Interpretation 612.09.

 Risk Factors, page 2

The issuance of shares at conversion prices, page 4

2.
We note your response to our prior comment 3. Please expand your risk factor to disclose the circumstances, or calculation formulas, under which shares
offered by this prospectus may be acquired by the selling stockholder upon conversion of convertible notes, or otherwise, at conversion or exercise prices that are lower than the market price of your common stock at the time of conversion or
exercise, where applicable.

 In response to the Staff’s comment, the risk factor in the prospectus
contained in the Amendment has been expanded to disclose the calculation formula under which shares offered by the prospectus may be acquired by the selling stockholder upon conversion of the notes at conversion prices that are lower than the market
price of the common stock at the time of conversion.

 * * * * *

As requested in the Comment Letter, in the event that the Company requests acceleration of the effective date of the pending Registration
Statement, it will furnish a letter, at the time of such request, and will acknowledge that:

•

 should the Commission or the Staff, acting pursuant to 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 effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 Securities and Exchange Commission

 Division of Corporation Finance

 June 25, 2012

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.

 Very truly yours,

AKERMAN SENTERFITT

/s/ David M. Doney

 David M. Doney

 DMD:ms

 cc:    Michael J. Holmes, Chief Financial Officer

June 22, 2012
 Via E-mail

Michael J. Holmes Chief Financial Officer Odyssey Marine Exploration, Inc. 5215 West Laurel Street Tampa, FL 33607
Re: Odyssey Marine Exploration, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed June 8, 2012
  File No. 333-181310

Dear Mr. Holmes:
 We have reviewed your responses to the co mments in our letter dated June 1, 2012 and
have the following additional comments.

General

1. We note your response to our prior comment 2 and your statement that you “understand[]
that neither the Selling Stockholder nor any of its affiliates is an affiliate of any broker-
dealer.”  Please provide us with an affirmative response th at the Selling Stockholder is
neither a broker-dealer nor an affiliate of a broker-dealer or advise.  Please note that we may have further comments afte r receipt of your response.

Risk Factors, page 2

 The issuance of shares at conversion prices, page 4

2. We note your response to our prior comment  3.  Please expand your risk factor to
disclose the circumstances, or calculation formulas, under which shares offered by this
prospectus may be acquired by the selling stockholder upon conversion of convertible
notes, or otherwise, at conversi on or exercise prices that ar e lower than the market price
of your common stock at the time of conve rsion or exercise, where applicable.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities 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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Michael J. Holmes Odyssey Marine Exploration, Inc. June 22, 2012 Page 2

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd 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 Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tonya K. Aldave at (202) 551-3601 or me at (202) 551 -3210 with any
questions.
Sincerely,
   /s/ Susan Block
Susan Block Attorney-Advisor
 cc:  via E-mail

 David M. Doney, Esq.
Akerman Senterfitt

CORRESP
1
filename1.htm

Correspondence

David M. Doney

 Akerman Senterfitt

401 E. Jackson Street

Suite 1700

Tampa, FL 33602-5250

Tel:  813.223.7333

Fax:  813.223.2837

 Dir:  813.209.5070

Dir Fax:  813.218.5404

david.doney@akerman.com

 June 8, 2012

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention: Susan Block, Attorney-Advisor

Re:
Odyssey Marine Exploration, Inc.

 Registration Statement on Form S-3 (the “Registration Statement”)

 Filed May 10, 2012

 File No.: 333-181310

Dear Ms. Block:

 This
letter is being provided on behalf of Odyssey Marine Exploration, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) set forth in your letter dated June 1, 2012 (the “Comment Letter”), to Michael J. Holmes, the Company’s Chief Financial Officer, with respect to the Registration Statement.

 Set forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s response. The
Company is filing Amendment No. 1 (the “Amendment”) to the Registration Statement concurrently herewith.

About Odyssey Marine Exploration, page 1

1.
In one of the opening paragraphs, please disclose your revenue and net loss for the most recent audited period and interim stub period. This will provide a financial
snapshot of your company.

 In response to the Staff’s comment, disclosure regarding the Company’s
revenue and net loss for the most recent audited period and interim period has been included after the first paragraph on page 1 of the prospectus contained in the Amendment (the “Amended Prospectus”).

akerman.com

BOCA RATON     DALLAS     DENVER     FORT LAUDERDALE
JACKSONVILLE     LAS VEGAS     LOS ANGELES     MADISON     MIAMI     NAPLES     NEW YORK
ORLANDO     PALM BEACH     SALT LAKE CITY     TALLAHASSEE     TAMPA     TYSONS CORNER
WASHINGTON, D.C.     WEST PALM BEACH

 Securities and Exchange
Commission

 Division of Corporation Finance

 June 8, 2012

 Page -2-

2.
Please provide us with an analysis addressing why Capital Ventures International, the selling shareholder in this offering, should not be considered a statutory
underwriter.

 Based upon the factors set forth in the Staff’s interpretive guidance in Compliance and
Disclosure Interpretation 612.09 promulgated pursuant to the Securities Act of 1933, as amended, the Company respectfully submits that the totality of circumstances demonstrate that Capital Ventures International (the “Selling
Stockholder”) is not acting as an underwriter or conduit for the Company of the shares covered by the Registration Statement. Therefore, the Company respectfully submits that the Selling Stockholder should not be considered to be a
statutory underwriter.

 The Length of Time the Securities Have Been Held. The shares of common
stock to which the Registration Statement relates are issuable upon conversion of (a) a senior convertible note (the “Initial Note”) that the Selling Stockholder purchased on November 9, 2011, (b) a warrant (the
“Warrant”) that the Selling Stockholder purchased on November 9, 2011, and (c) a senior convertible note (the “Additional Note” and, together with the Initial Note and the Warrants, the
“Securities”) that the Selling Stockholder purchased on May 10, 2012. Under the terms of the Securities Purchase Agreement dated November 8, 2011 (the “Purchase Agreement”), between the Company and the
Selling Stockholder pursuant to which the Securities were issued and sold, the Company had the right to require the Selling Stockholder to purchase the Additional Note, subject to the satisfaction of certain conditions. The Registration Statement
was filed with the Commission on May 10, 2012. Therefore, the Selling Stockholder made its investment decision with respect to the Securities at least six months before the filing of the Registration Statement and has borne the investment risk
during that period. By its terms, the Warrant was not exercisable until six months after the date of its issuance. By its terms, the Additional Note is not exercisable until six months after the date of its issuance. Based upon the foregoing, the
Selling Stockholder has been or will be subject to investment risk with respect to the Securities or the shares of common stock issuable thereunder for a period of at least six months.

The Circumstances Under Which the Securities Were Received. The Securities were issued and sold to the
Selling Stockholder, which is an “accredited investor,” in a private placement transaction. The terms of the private placement, including the registration obligations of the Company, resulted from an arms’-length and lengthy
negotiation process.

 The Selling Stockholder made various representations and warranties to the Company in the
Purchase Agreement. The representations and warranties included that the Selling Stockholder (a) was acquiring the Securities (as defined in the Purchase Agreement) for its own account and not with a view towards, or for resale in connection
with, the public sale or distribution thereof; and (b) did not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities in violation of applicable securities laws.

The Relationship of the Selling Stockholder to the Issuer. Neither the Selling Stockholder nor any of its
affiliates is, or at any time has been, a director, an executive officer, or otherwise an affiliate of the Company. After giving effect to the consummation of the private placement pursuant to the Purchase Agreement, the Selling Stockholder has at
all times been the beneficial owner of less than 5.0% of the Company’s common stock. The Selling Stockholder and its affiliates have no material relationship with the Company other than as the owner of the Securities.

 Securities and Exchange
Commission

 Division of Corporation Finance

 June 8, 2012

 Page -3-

 The Amount of Shares Involved. As of June 5, 2012, there
were 73,233,909 shares of the Company’s common stock issued and outstanding. The Registration Statement proposes to register the offer and sale by the Selling Stockholder of 8,658,295 shares of common stock issuable upon conversion or exercise
of the Securities. Giving effect to the issuance of such shares, such shares would represent 10.6% of the Company’s issued and outstanding shares of common stock. However, the terms of the Securities provide that they are not convertible or
exercisable to the extent that the Selling Stockholder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s issued and outstanding shares of common stock. Upon 61 days’ notice to the Company, the Selling
Stockholder may increase such percentage to up to 9.99%.

 Whether the Selling Stockholder is in the
Business of Underwriting Securities. The Company understands that neither the Selling Stockholder nor any of its affiliates is an affiliate of any broker-dealer.

Whether Under All the Circumstances the Seller is Acting as Conduit for the Issuer. The Company will not
receive any proceeds in the offering of the shares under the registration statement by the Selling Stockholder (other than the payment of the exercise price that would be received if the Selling Stockholder exercises the Warrant).

In reviewing the totality of the circumstances, including the length of time since the Selling Stockholder first acquired
any of the Securities, the investment intent of the Selling Stockholder in such transaction, the arm’s-length nature of the negotiation of the registration rights, and the relative size of the offering to the number of shares outstanding, the
Company respectfully submits that the Selling Stockholder is not acting as an underwriter nor as a conduit for the Company, and, therefore, should not be considered to be a statutory underwriter. We believe that the proposed offering by the Selling
Stockholder is properly regarded as a secondary offering. This conclusion is consistent with the Commission’s published guidance on this question, including the Commission’s Compliance and Disclosure Interpretation 612.09.

Risk Factors, page 2

3.
Please revise to add a risk factor explaining that the selling shareholder may be able to sell some of its shares at a fifteen percent discount to the recent average
market price of your stock and the potential effect this may have on your stock price.

 In response to the
Staff’s comment, and in accordance with our conversation with Ms. Maldave, a risk factor explaining that the selling shareholder may be able to sell some of its shares at a discount to the market price of the Company’s stock and the
potential effect this may have on the Company’s stock price has been added on page 4 of the Amended Prospectus. Because the amount of the discount represented by the conversion price could be other than 15%, depending upon the market price
prevailing at the time of determination, the Company believes the broader language added to the Amended Prospectus provides better disclosure to possible investors.

 Securities and Exchange
Commission

 Division of Corporation Finance

 June 8, 2012

 Page -4-

 * * * * *

 As requested in the Comment Letter, in the event that the Company requests acceleration of the effective date of the pending Registration Statement, it will furnish a letter, at the time of such request,
and will acknowledge that:

•

 should the Commission or the Staff, acting pursuant to 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 effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 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.

Very truly yours,

AKERMAN SENTERFITT

/s/ David M. Doney

David M. Doney

 DMD:ms

cc:
Michael J. Holmes, Chief Financial Officer

June 1, 2012
 Via E-mail

Michael J. Holmes Chief Financial Officer Odyssey Marine Exploration, Inc. 5215 West Laurel Street Tampa, FL 33607
Re: Odyssey Marine Exploration, Inc.
  Registration Statement on Form S-3
Filed May 10, 2012
  File No. 333-181310

Dear Mr. Holmes:
 We have limited our review of your registra tion 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.  Where you do not beli eve 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 any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 About Odyssey Marine Exploration, page 1

1. In one of the opening paragraphs, please disc lose your revenue and net loss for the most
recent audited period and interim stub period.  This will provide a financial snapshot of
your company.
2. Please provide us with an  analysis addressing why Capital Ventures International, the
selling shareholder in this offering, should not  be considered a stat utory underwriter.
 Risk Factors, page 2

3. Please revise to add a risk f actor explaining that the selli ng shareholder may be able to
sell some of its shares at a fifteen percent discount to the recent average market price of
your stock and the potential effect th is may have on your stock price.

Michael J. Holmes Odyssey Marine Exploration, Inc. June 1, 2012 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities 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 disc losure, 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 pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd 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 Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Tonya K. Aldave at (202) 551-3601 or me at (202) 551 -3210 with any
questions.
Sincerely,
   /s/ Susan Block
Susan Block Attorney-Advisor
 cc:  via E-mail

 David M. Doney, Esq.
Akerman Senterfitt

September 16, 2011
 Via E-mail

Gregory P. Stemm Chief Executive Officer Odyssey Marine Exploration, Inc. 5215 W. Laurel Street Tampa, Florida 33607
Re: Odyssey Marine Exploration, Inc.
 Form 10-K for the Year Ended December 31, 2010
Filed February 28, 2011 Definitive Proxy Statement on Schedule 14A Filed April 15, 2011
 File No. 001-31895

Dear Mr. Stemm:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in response to our co mments does not foreclos e the Commission from
taking any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Justin Dobbie
Justin Dobbie Legal Branch Chief

CORRESP
1
filename1.htm

Correspondence

 5215 W. Laurel Street

 Tampa, FL 33607

 Tele: (813)876-1776

Fax: (813) 870-1921

 September 15, 2011

 VIA EDGAR CORRESPONDENCE

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C.20549

Attention:    Mr. Justin Dobbie

Re:
Odyssey Marine Exploration, Inc. (the “Company”)

 Form 10-K for the Year Ended December 31, 2010

 Filed
February 28, 2011

 Definitive Proxy Statement on Schedule 14A

Filed April 15, 2011

 SEC File No.: 001-31895

 Dear Mr. Dobbie:

The purpose of this letter is to respond to the Staff’s comments during our teleconference on September 13, 2011 with respect
to the above-referenced filing. Set forth below are our responses, which are consistent with our discussions.

 Annual
Incentive Compensation and Targets, page 17

 Management Response:

•

 Based upon our conversations, we confirm that in future filings we will quantify all performance goals or targets and the goals and targets actually
achieved in order for our named executive officers to earn their annual incentive compensation and to quantify all performance goals or targets and the goals and targets actually achieved in order for our named executive officers to earn their
annual incentive compensation to include disclosure of the matrix for each performance indicator and the actual achievement of the indicator within the respective matrix.

•

 Based upon our conversations, we acknowledge with respect to the last completed fiscal year that the disclosure of the matrix and such information
would not have resulted in actual competitive harm to the company.

•

 To the extent that facts and circumstances change in the future, we reserve our right to assert that disclosure of such information could result in
competitive harm in compliance with rules and regulations of the Securities and Exchange Commission.

 Securities and Exchange Commission

 September 15, 2011

  Page -
 2
-

 *******

 In connection with the Company’s response to the Comment Letter, the Company hereby acknowledges that:

•

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

•

 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.

 Please feel free to contact me at (813) 314-2565 should you have any questions regarding this
response.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Michael J. Holmes

Michael J. Holmes

Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence

5215 W. Laurel Street

Tampa, FL 33607

Tele: (813) 876-1776

Fax: (813) 870-1921

 August 22, 2011

 VIA EDGAR CORRESPONDENCE

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention: Mr. Justin Dobbie

Re:
Odyssey Marine Exploration, Inc. (the “Company”)

 Form 10-K for the Year Ended December 31, 2010

 Filed
February 28, 2011

 Definitive Proxy Statement on Schedule 14A

Filed April 15, 2011

 SEC File No.: 001-31895

 Dear Mr. Dobbie:

The purpose of this letter is to respond to the Staff’s comment letter of August 15, 2011 (the “Comment
Letter”), to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s response.

Annual Incentive Compensation and Targets, page 17

1.
We note your response to our prior comment 1 and reissue in part. We note your response indicates that quantification of the performance goals or targets and the
goals and targets actually achieved related to recovered cargo could result in competitive harm. Please provide a more detailed explanation for such conclusion. IN particular, your prior response does not explain in enough detail why you believe
disclosure would result in actual competitive harm to the company. For guidance, refer to Instruction 4 to Item 402(b) of Regulation S-K. Alternatively, please confirm that in future filings you will revise to quantify all performance goals or
targets and the goals and targets actually achieved in order for your named executive officers to earn their annual incentive compensation.

 Management Response: Instruction 4 to Item 402(b) of Regulation S-K provides, in relevant part, as follows:

 Registrants are not required to disclose target levels with respect to specific quantitative … performance-related factors considered by the compensation committee or the board of directors, or any
other factors or criteria involving confidential trade secrets or confidential commercial or financial information, the disclosure of which would result in competitive harm for the registrant. The standard to use when determining whether disclosure
would cause competitive harm for the registrant is the same standard that would apply when a registrant requests confidential treatment of confidential trade secrets or confidential commercial or financial information pursuant to Securities Act Rule
406 and Exchange Act Rule 24b-2, each of which incorporates the criteria for non-disclosure when relying upon Exemption 4 of the Freedom of Information Act (5 U.S.C. 552(b)(4)) [(“FOIA”)] and Rule 80(b)(4) (17 CFR 200.80(b)(4))
thereunder.

 Securities and Exchange Commission

 August 22, 2011

 Page -2-

 As noted in our prior responses on this topic, we will include in future filings performance
goals or targets and the goals or targets actually achieved for three of the four performance areas: revenue, cash flow, and earnings per share. However, we continue to believe that disclosure of information regarding recovered cargo, in the context
that it is used by the compensation committee, could result in competitive harm to Odyssey.

 As background, Odyssey is engaged
in archaeologically sensitive exploration and recovery of shipwrecks throughout the world. Odyssey competes with a number of other entities in various aspects of the shipwreck business, many of which seek to locate and recover shipwrecks that
Odyssey intends to locate and recover. Odyssey’s competitors include other commercial enterprises; non-profit, academic, and cultural organizations; and governmental authorities. Odyssey’s future success is largely dependent upon its
ability to locate and recover valuable shipwreck and to enter into commercial arrangements with favorable terms that provide Odyssey with revenue from such activities.

 For the reasons set forth below, Odyssey believes that information regarding recovered cargo meets the requirements for exemption from disclosure under Exemption 4 from FOIA. Exemption 4 provides an
exemption for matters that are “commercial or financial information obtained from a person and privileged and confidential.”

 The rule under Exemption 4 can be broken into three tests: (i) whether the information is commercial or financial; (ii) whether the information was obtained from a person; and (iii) whether
the information is privileged or confidential. National Parks and Conservation Assn’ v. Morton, 498 F.2d 765, 766 (D.C. Cir. 1974); Gulf & Western Indus. v. U.S., 615 F.2d 527, 529 (D.C. Cir. 1979). Odyssey believes that
information regarding recovered cargo, and in particular any estimate of the possible value thereof, meets the first test set forth above. Such information is “commercial” in the sense that it could be used by competitors to deduce the
identity of the shipwreck from which the cargo was recovered or to draw other non-financial conclusions regarding the shipwreck or the cargo itself. Such information is “financial” in the sense that the information would provide
competitors, distribution partners, and customers with insight regarding the value that Odyssey may attribute to recovered cargo before Odyssey is prepared to commence marketing the recovered cargo, thereby adversely affecting the prices that
Odyssey could obtain when the recovered cargo is sold. See Public Citizen Health Research Group v. FDA, 704 F.2d 1280, 1290 (D.C. Cir. 1983) (stating that the terms “commercial” and “financial” in FOIA Exemption 4 should
be given their ordinary meanings.) In addition, the information was obtained from a person (i.e., Odyssey) outside the government.

 Securities and Exchange Commission

 August 22, 2011

 Page -3-

 As set forth below, Odyssey also believes that information regarding recovered cargo is
“confidential” within the meaning of the third test adopted by courts and relied upon by the Securities and Exchange Commission (the “Commission”) in determining whether information for which confidential treatment is
sought is “confidential.” The Commission, in proposing revisions to Rule 406, the rule governing requests for confidential treatment under the Securities Act of 1933, as amended, stated that the test for confidentiality under the exemption
provided in FOIA upon which the Commission relies is as follows:

 [C]ommercial or financial matter is “confidential”
for purposes of the exemption if disclosure of the information is likely to have either of the following effects: (1) to impair the Government’s ability to obtain necessary information in the future; or (2) to cause substantial harm
to the competitive position of the person from whom the information was obtained. Confidential Treatment under the Securities Act of 1933, Securities Release No. 6495, 29 SEC Docket 54 (November 1, 1983) (quoting National Parks and
Conservation Assn’ v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974); see also Gulf Western Indus., Inc. v. United States, 615 F.2d 527 (D.C. Cir. 1979).

 We believe that public disclosure of information regarding recovered cargo, as it is used by our compensation committee for purposes of determining whether certain performance goals are achieved, would
likely cause substantial harm to Odyssey’s competitive position. As previously noted, Odyssey operates in the face of substantial competition in various aspects of the shipwreck business. If Odyssey were required to disclose information
regarding recovered cargo, it could be used by competitors to deduce the identity of the shipwreck from which the cargo was recovered or to draw other non-financial conclusions regarding the shipwreck or provide competitors, distribution partners,
and customers with insight regarding the value that Odyssey may attribute to recovered cargo before Odyssey is prepared to commence marketing the recovered cargo, thereby adversely affecting the prices that Odyssey could obtain when the recovered
cargo is sold. As a result of these factors, Odyssey would likely suffer substantial competitive harm from disclosing information regarding recovered cargo. Accordingly, such information constitutes “confidential” commercial or financial
information within the meaning of FOIA.

 Odyssey believes it meets the test the Commission relies upon in determining whether
information is “confidential” — whether disclosure of the information would likely cause substantial harm to the Company’s competitive position. See National Parks & Conservation Ass’n v. Kleppe, 547 F.2d
673, 682-83 (D.C. Cir. 1976) (no actual adverse effect on competition need be shown in determining whether disclosure of information under the Freedom of Information Act would cause substantial competitive harm to the person requesting confidential
treatment).

 The information regarding the recovered cargo used by the compensation committee is the kind of information that
is not usually released to the public, and the dangers of disclosing this information are real and substantial. Such information has not previously been made publicly available and, to the best of our knowledge, will not be required to be made
public by any other government or regulatory authority. Additionally, we believe such information is not currently publicly available from any other source.

 For the foregoing reasons, Odyssey respectfully submits that under Instruction 4 to Item 402(b) of Regulation S-K it is not required to disclose information regarding recovered cargo used
by the compensation committee for purposes of determining whether certain performance goals are achieved. In accordance with Instruction 4 Odyssey will, however, discuss in future filings how difficult it will be for the executive or how likely
it will be for Odyssey to achieve the undisclosed target levels or other factors.

 Securities and Exchange Commission

 August 22, 2011

 Page -4-

 *******

 In connection with the Company’s response to the Comment Letter, the Company hereby acknowledges that:

•

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

•

 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.

 Please feel free to contact me at (813) 314-2565 should you have any questions
regarding this response.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Michael J. Holmes

Michael J. Holmes

Chief Financial Officer

August 15, 2011
 Via E-mail

Gregory P. Stemm Chief Executive Officer Odyssey Marine Exploration, Inc. 5215 W. Laurel Street Tampa, Florida 33607
Re: Odyssey Marine Exploration, Inc.
 Form 10-K for the Year Ended December 31, 2010
Filed February 28, 2011 Definitive Proxy Statement on Schedule 14A Filed April 15, 2011
 File No. 001-31895

Dear Mr. Stemm:
 We have reviewed your responses to the co mments in our letter dated July 6, 2011 and
have the following additional comments.  Definitive Proxy Statement on Schedule 14A

 Annual Incentive Compensation and Targets, page 17

1. We note your response to our prior comment  1 and reissue in part.  We note your
response indicates that quantification of the performance goals or targets and the goals
and targets actually achieved related to rec overed cargo could result in competitive harm.
Please provide a more detailed explanation for such conclusion.  In particular, your prior
response does not explain in enough detail why you believe disclosu re would result in
actual competitive ha rm to the company.   For guidance, refer to Instruction 4 to Item
402(b) of Regulation S-K.  Alternatively, plea se confirm that in future filings you will
revise to quantify all performance goals or  targets and the goals and targets actually
achieved in order for your named executive officers to earn their annual incentive
compensation.

Gregory P. Stemm Odyssey Marine Exploration, Inc. August 15, 2011 Page 2

 Please contact Donald E. Field at (202) 551-3680 or me at (202) 551-3469 with any
questions.
Sincerely,
  /s/ Justin Dobbie
Justin Dobbie Legal Branch Chief

CORRESP
1
filename1.htm

Correspondence

5215 W. Laurel Street

Tampa, FL 33607

Tele: (813)876-1776

Fax: (813) 870-1921

 July 19, 2011

 VIA EDGAR CORRESPONDENCE

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention: Ms. Heather Clark

Re:

 Odyssey Marine Exploration, Inc. (the “Company”)

 Form 10-K for the Year Ended December 31, 2010

 Filed February 28,
2011

 SEC File No.: 001-31895

 Dear Ms. Clark:

 The purpose of this letter is to respond to the Staff’s comment letter of July 6, 2011 (the “Comment Letter”), to the Company with respect to the above-referenced filing. Set
forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s response.

 Annual
Incentive Compensation and Targets, page 17

1.
We note your response to our prior comment 2 and reissue. We note the second sentence of your response inappropriately qualifies your intention in future filings to
quantify all performance goals or targets and the goals and targets actually achieved if you believe the disclosure of such goals or targets could result in competitive harm. Please provide your competitive harm analysis now on a supplemental basis
or, alternatively, confirm without qualification that in future filings you will revise to quantify all performance goals or targets and the goals and targets actually achieved in order for your named executive officers to earn their incentive
compensation.

 Management Response: In future filings, we will include performance goals or targets
and the goals and targets actually achieved for three of the four performance areas: revenue, cash flow and earnings per share. However, the fourth category of recovered cargo is information that we do not release to the public until actual sales
are consummated. This category is evaluated by our Compensation Committee of the Board of Directors with input from management, based upon the information (i.e., type, quantity and quality of cargo which is mostly gold and silver coins) that is
believed to be most reliable at the time. In most cases, cargo is recovered before any sales are made and, therefore, estimates of values may be utilized. The measurement for this performance category is solely at the discretion of the Compensation
Committee. Disclosure of any estimates used by the Compensation Committee could cause us competitive harm and mislead investors.

If we are required to disclose details regarding recovered cargo, information regarding the nature of the cargo, the quantity of various
items of cargo, and pricing information relating to the cargo would be available to our competitors, in most cases before we begin marketing the cargo. We believe premature disclosure of the information would be a competitive disadvantage for us.

 Securities and Exchange Commission

 July 19, 2011

 Page -2-

 Disclosure of any estimates used by the Compensation Committee could mislead investors. See
the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2010, Part I, Item 1A, “The market for any objects we recover is uncertain.” If we are required to disclose our internal estimates and actual sales
(which are likely to occur over periods of many years) differ from the estimates, investors may have made investment decisions based upon unreliable information.

 More generally, as a matter of policy, we do not publicly disclose our internal estimates of cargo values, regardless of the underlying purpose for which the estimates are made. Our policy is premised on
the concerns over competitive disadvantages and reliability described above.

 Based upon the foregoing factors, we respectfully
request that the Staff not require us to quantify the information relating to performance goals or targets for recovered cargo as it relates to compensation.

 Report on Form 8-K dated June 1, 2011

 Entry into a Material
Definitive Agreement

2.
We note from the disclosure included in your report on Form 8 that Neptune Minerals, Inc. (“NMI”) completed a share exchange agreement with the
stockholders of Dorado Ocean Resources Limited (“DOR”) whereby each one outstanding share of DOR was exchanged for 1,000 shares of NMI Class B non-voting common stock. We also note that because the company was a shareholder of DOR, it
received 1.65 million shares of NMI Class B non-voting common stock pursuant to the share exchange. We also note that in connection with the share exchange, Odyssey executed a debt conversion agreement with NMI whereby Odyssey converted $2.5
million of debt assumed by NMI in the transaction for 2.5 million shares of NMI Class B non-voting common stock. With regards to these transactions, please tell us and explain in the notes to your financial statements in future filings, how you
accounted for the share exchange and related debt conversion transactions. As part of your response and your future disclosures, please explain how you valued the NMI Class B non-voting common stock received in these transactions and indicated
whether any gain or loss was recognized in the company’s financial statements as a result of the transactions. If a gain or loss was recognized, please explain how it was calculated or determined.

Management Response: NMI is a company in its formative stage with plans for marine exploration. As a result of its acquisition of
DOR through the share exchange, the nature of NMI’s operating activities for the foreseeable future will be those initiated by DOR. In undertaking these operations, NMI has contracted with Odyssey under a Marine Services Arrangement pursuant to
which we provide, and are compensated for, the use of our seagoing vessel.

 Prior to the exchange agreement, we held
approximately 40% of DOR equity and accounted for our investment using the equity method of accounting. Due to financial losses of DOR, we carried no investment balance and no net account receivable balance from DOR as of December 31, 2010.

 Securities and Exchange Commission

 July 19, 2011

 Page -3-

Following the share exchange and debt conversion transactions, our ownership interest in NMI is approximately 31% of its combined classes of voting stock and non-voting stock. We intend to
account for our investment in NMI using the equity method of accounting.

 Notwithstanding the legal form of the share exchange,
we view it as in-substance a contribution of our non-cash assets (i.e., investment in DOR and fully reserved account receivable) for an ownership interest. This view indicates to us that carry-over basis is more appropriate for measuring our
investment than fair value. Accordingly, we do not believe valuation of the NMI Class B non-voting stock is necessary for purposes of recording the exchange transaction or the conversion transaction Therefore, no gain or loss will be recorded on the
exchange or the debt conversion.

 We will include the appropriate disclosures in our upcoming quarterly report and other future
filings.

 *******

 In connection with the Company’s response to the Comment Letter, the Company hereby acknowledges that:

•

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

•

 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.

 Please feel free to contact me at (813) 314-2565should you have any questions
regarding this response.

 Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

 /s/ Michael J. Holmes

 Michael J. Holmes

 Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561
         July 6, 2011   Via Facsimile

 Mr. Gregory P. Stemm, Chief Executive Officer Odyssey Marine Exploration, Inc. 5215 W. Laurel Street Tampa, Florida 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10-K for the year ended December 31, 2010
Filed February 28, 2011
 File No. 001-31895

Dear Mr. Stemm:

We have reviewed your response letter dated June 20, 2011 and have the following
comments.  Unless otherwise indicated, we th ink you should revise your document in future
filings in response to these comments.  If you di sagree, we will consider  your explanation as
to why our comments are inapplicable or a revi sion is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disc losure.  After reviewing this information,
we may 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 overa ll 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.
 Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise th e staff of your reason.  Your response should
be submitted in electronic form, under the labe l “corresp” with a copy to the staff.  Please
respond within ten (10) business days.

Mr. Gregory P. Stemm, CEO
Odyssey Marine Exploration, Inc. July 6, 2011 Page 2

 Definitive Proxy Statement on Schedule 14A

 Annual Incentive Compensation and Targets, page 17

1. We note your response to our prior comment  2 and reissue.  We note the second
sentence of your response inappropriately qua lifies your intention in future filings to
quantify all performance goals or targets and the goals and targets actually achieved if
you believe the disclosure of such goals or targets could result in competitive harm.
Please provide your competitive harm analysis now on a supplemental basis or, alternatively, confirm without  qualification that in future  filings you will revise to
quantify all performance goals or targets a nd the goals and target s actually achieved
in order for your named executive offi cers to earn their annual incentive
compensation.
 Report on Form 8-K dated June 1, 2011

Entry Into a Material Definitive Agreement

2. We note from the disclosure included in  your report on Form 8-K that Neptune
Minerals, Inc. (“NMI”) comp leted a share exchange agr eement with the stockholders
of Dorado Ocean Resources Limited (“DOR”)  whereby each one outstanding share of
DOR was exchanged for 1,000 shares of NMI Class B non-voting common stock.
We also note that because the company was a shareholder of DOR, it received 1.65 million shares of NMI Class B non-voti ng common stock pursuant to the share
exchange.  We also note that in conn ection with the share exchange, Odyssey
executed a debt conversion agreement w ith NMI whereby Odyssey converted $2.5
million of debt assumed by NMI in the transaction for 2.5 million shares of NMI Class B non-voting common stock.  With regard s to these transactions, please tell us
and explain in the notes to your financia l statements in future filings, how you
accounted for the share exchange and related de bt conversion transact ions.  As part of
your response and your future disclosure s, please explain how you valued the NMI
Class B non-voting common stock received in these transactions and indicate whether
any gain or loss was recognized in the compa ny’s financial statements as a result of
the transactions.  If a gain or loss was recognized, please explain how it was
calculated or determined.
 You may contact Heather Clark at 202-551-3624 or me  at 202-551-3813 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Donald Field at 202-551-3680 w ith any other questions.

Sincerely,
   /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

Correspondence

 5215 W. Laurel Street

Tampa, FL33607

Tele: (813)876-1776

 Fax: (813) 870-1921

 June 20, 2011

 VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:    Ms. Heather Clark

Re:
Odyssey Marine Exploration, Inc. (the “Company”)

 Form 10-K for the Year Ended December 31, 2010

 Filed
February 28, 2011

 SEC File No.: 001-31895

 Dear Ms. Clark:

 The purpose of this letter is to respond to the Staff’s
comment letter of June 13, 2011 (the “Comment Letter”), to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s
response.

 Annual Report on Form 10-K for the year ended December 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 18

Liquidity and Capital Resources, page 24

Quantitative and Qualitative Disclosures about Market Risk, page 26

1.
We note from the company’s response to prior comment 2 that the applicable disclosures were included in note B of the financial statements and will be included
in the appropriate market risk section of the MD&A in future filings. In this regard, we note that the current disclosures in note B do not comply with the requirements of Item 305 of Regulation S-K. Given the significance of your mortgages
and notes payable and interest expense in your financial statements, please revise your disclosure in future filings regarding your exposure to interest rate risk to provide these disclosures in on the formats outlined in Item 305(a) of
Regulation S-K.

 Management Response: We will expand our disclosure in future filings to include one
of the three methods listed in Item 305(a) of Regulation S-K.

 Definitive Proxy Statement on Schedule 14A

Annual Incentive Compensation and Targets, page 17

 Securities and Exchange Commission

 June 20, 2011

 Page -2-

2.
We note your response to our prior comment 11 and reissue. Please confirm that in future filings you will revise to quantify all performance goals or targets and the
goals and targets and targets actually achieved in order for your named executive officers to earn their annual incentive compensation. To the extent you believe that disclosure of the goals or targets is not required because it would result in
competitive harm such that the goals or targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed explanation for such conclusion on a supplemental basis.

Management Response: We will include the required disclosures in future filings to quantify all performance goals or targets and
those actually achieved. To the extent we believe disclosure of goals or targets is not required because it would result in competitive harm under instruction 4 to Item 402(b) of Regulation S-K, we will provide detailed explanations for such
conclusion on a supplemental basis.

 Summary Compensation Table, page 20

3.
We note your response to our prior comment 12 and reissue. Please confirm that in future filings you will disclose the annual incentive compensation amounts in the
“Non-Equity Incentive Plan Compensation” column and, to the extent amounts are paid, in exercise of positive discretion, over and above the amounts earned due to the achievement of any performance measures, disclose those amounts in the
“Bonus” column. Please also confirm that in future filings you will included disclosure, as applicable, in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the “Grants of Plan-Based
Awards” table.

 Management Response: We will include in future filings the
annual incentive compensation amounts in the “Non-Equity Incentive Plan Compensation” column and, to the extent amounts are paid, in exercise of positive discretion, over and above the amounts earned due to the achievement of any
performance measures, will be included in the “Bonus” column. Also, future filings will include disclosure, as applicable, in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the “Grants of
Plan-Based Awards” table.

 *******

 In connection with the Company’s response to the Comment Letter, the Company hereby acknowledges that:

•

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

•

 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.

 Please feel free to contact me at (813) 314-2565 should you have any questions
regarding this response.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

/s/ Michael J. Holmes

 Michael J. Holmes

 Chief
Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
         June 13, 2011

Via Facsimile
Mr. Gregory P. Stemm , Chief Executive Officer
Odyssey Marine Exploration, Inc.
5215 W. Laurel Street
Tampa, Florida 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10- K for the year ended December 31 , 2010
Filed  February  28, 2011
 File No.  001-31895

Dear  Mr. Stemm:

We have reviewed your response letter dated May 26, 2011 and have the following comments.
Unless otherwise indicated, we think you should revise your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our
comments are 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 information so we may better understand your disclosure.  After reviewing this information, we may 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the e nd of this letter.
 Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff .  Please respond
within ten (10) business days.

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
June 13, 2011
Page 2

  Annua l Report on Form 10- K for the year ended December 31, 2010
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
18
Liquidity and Capital Resources, page 24
 Quantitative and Qualitative Disclosures about Market Risk, page 26
1. We note from the company’s response  to prior comment 2 that the applicable disclosures
were included in note B of the financial statements and will be included in the
appropriate market risk section of MD&A in future filings.  In this regard, we note that the current disclosures in note B do not comply with the requirements of Item 305 of Regulation S -K.  Given the significance of your mortgages and notes payable and interest
expense in your financial statements, p lease revise your disclosure in future filings
regarding your exposure to interest rate risk to provide these disclosures in one of the
formats outlined in Item 305(a) of Regulation S -K.

Definitive Proxy Statement on Schedule 14A
 Annual Incentive Compensation and Targets, page 17
2. We note your response to our prior comment 11 and reissue.  Please confirm that in
future filings you will revise to quantify all performance goals or targets and the goals
and targets actually achieved in order for your named executive officers to earn their annual incentive compensation.  To the extent you believ e that disclosure of the goals or
targets is not required because it would result in competitive harm such that the goals or targets could be excluded under Instruction 4 to Item 402(b) of Regulation S -K, please
provide a detailed explanation for such conc lusion on a supplemental basis.

Summary Compensation Table, page 20
3. We note your response to our prior comment 12 and reissue.  Please confirm that in
future filings you will disclose the  annual incentive compensation amounts in the “Non-
Equity Incentive  Plan Compensation” column and, to the extent amounts are paid, in the
exercise of positive discretion, over and above the amounts earned due to the
achievement of any performance measures, disclose those amounts in the “Bonus” column.  Please also confirm  that in future filings you will include disclosure, as
applicable, in the “Estimated Future Payouts Under Non- Equity Incentive Plan Awards”
column of the “Grants of Plan- Based Awards” table.

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
June 13, 2011
Page 3

 You may contact Heather Clark at 202- 551-3624 or me at 202- 551-3813 if you have questions
regarding comments on the financial s tatements and related matters.  Please contact Donald Field
at 202- 551-3680 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

Correspondence

5215 W. Laurel Street

Tampa, FL33607

Tele: (813)876-1776

Fax: (813) 870-1921

May 26, 2011

 VIA EDGAR
CORRESPONDENCE

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:    Ms. Heather Clark

Re:

Odyssey Marine Exploration, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2010

Filed February 28, 2011

SEC File No.: 001-31895

 Dear Ms. Clark:

 The purpose of this letter is to respond to the Staff’s comment letter of May 12, 2011 (the “Comment
Letter”), to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s response.

1.
We note your disclosure in the first paragraph of this section of “[s]ome of these risks are described below, and should be carefully considered in evaluating
Odyssey or any investment decision relating to our securities. This section does not describe all risks applicable to Odyssey, its industry or its business. It is intended only a summary of the principal risks. However, additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.” All material risks should be discussed in this section. In future filings, please revise this paragraph to clarify that you
have discussed all known material risks. Please also delete the sixth sentence of the first paragraph in its entirety. If risks are not deemed material, please do not refer to them.

Management Response: In future filings, we will clarify that we have discussed all known material risks and will delete the sixth
sentence of the first paragraph in its entirety.

2.
We note from the company’s response letter dated June 19, 2009 to our prior comment 3 that additional disclosures concerning interest risk in accordance
with Item 305 of Regulations S-K would be provided in future filings. However, we continue to note that the company has not provided the required disclosures with respect to the interest rate risk posed by the company’s $8 million of
variable debt. As previously requested, please revise future filings to include a discussion of your exposure to interest rate risk related to interest rates on your long-term debt in one of the three disclosure alternatives set forth in
Item 305(a) of Regulation S-K.

 Securities and Exchange Commission

 May 26, 2011

 Page -2-

 Management Response: Although we did include disclosure concerning market risks
relative to variable interest rate loans in Note B of the Consolidated Financial Statements, disclosure was not included in Item 7A. Qualitative And Qualitative Disclosures About Market Risk. In future filings, we will revise our disclosure to
include the appropriate disclosure in accordance with Item 305(a) of Regulation S-K.

3.
We note that the required information to be disclosed pursuant to Item 12 was to be incorporated by reference from your definitive proxy statement but we were
unable to locate the disclosure required by Item 201(d) of Regulations S-K in your definitive proxy statement. Please tell us why this information was not included in your definitive proxy statement. Also, in future filings, please ensure that
the required information to be disclosed pursuant to Item 12 is appropriately incorporated by reference.

Management Response: The required information inadvertently was not disclosed. The schedule should have been included in the proxy
statement and will be for future filings.

4.
Please tell us and revise future filings to disclose in detail how your revenue recognition policy for expedition revenues satisfies the criteria for revenue
recognition outlined in SAB Topic 13.A.1. Your response and your revised disclosures should specifically address the how your company recognizes revenue (e.g., the milestone method, after all services have been performed, etc.)
and include how any contractual cancellation clauses affect the company’s revenue recognition policy. We may have further comment upon receipt of your response.

Management Response: Our revenue recognition for expedition meets each of the four criteria outlined in SAB Topic 13.A.1. We have a
contractual agreement for each expedition charter; we earn revenue based upon a time product which is as time passes and services are provided throughout the contract period; we have a daily charter rate or pricing arrangement per contract; and we
are reasonably assured of collectability at the time of billing. In future filings, we will modify the Notes to our Consolidated Financial Statements to include the following:

 Revenue from product sales is recognized at the point of sale when legal title transfers. Legal title transfers when product is shipped or is available for shipment to customers. Per Topic A.1.in SAB
13: Revenue Recognition, exhibit and expedition charter revenue is recognized ratably when realized and earned as time passes throughout the contract period as defined by the terms of the agreement. Bad debts are recorded as identified and, from
time to time, a specific reserve allowance will be established when required. A return allowance is established for sales which have a right of return. Accounts receivable is stated net of any recorded allowances.

As for the question regarding cancellations, our contracts generally do not contain cancellation clauses. But in the event both parties
agree to cancel a daily expedition charter, revenue would not be recognized beyond the effective cancellation date, which is when services would cease to be provided.

5.
We note from the disclosure in the fourth paragraph on page 39 that the company uses the reverse treasury stock method for its warrants when calculating earnings per
share. Given that ASC 260-10-45-35 recommends the use of the reverse treasury stock method for put options or options that require the repurchase of the company’s own stock, it is unclear why the company uses this method for warrants. Please
advise us of the company’s basis or rationale for the treatment being used for these warrants.

 Securities and Exchange Commission

 May 26, 2011

 Page -3-

 Management Response: This comment was inadvertently included because the warrants
were included as part of our new Series G convertible preferred redeemable stock offering. However, the warrants were quantified in NOTE A using the treasury stock method. The reference to the reverse treasury stock method will be excluded from
future filings.

6.
We note from the disclosure in Note E that the $2 million receivable from Dorado Ocean Resources, Ltd. (“DOR”) not reserved for could be offset against the
subscription payable to DOR of $1,998,800. We further note from Note J that the subscription payable can be paid either with cash or services rendered to DOR. In this regard, please tell us and revise the notes to your financial statements in future
filings to explain whether the company has a contractual right of offset for the receivable from DOR against the subscription payable. If the company does not have a contractual right of offset, please tell us why the remaining $2 million
receivable from DOR was not reserved for at December 31, 2010 given the uncertainty which exists with respect to its collectability. We may have further comment upon receipt of your response.

Management Response: The Company does have a contractual right to offset the amounts. In future filings, we will modify the
disclosure to state that the Company has a contractual right to offset the subscription payable against the account receivable.

7.
We note from the discussion in the first paragraph on page 45 that the company has recognized losses related to its DOR investment up to the amount of its investment
which totaled $2,447,471 at December 31, 2010. Please tell us, and revise future filings to disclose whether the company has no requirements to provide additional financial support to DOR. If so, please explain why you believe it is appropriate
to limit your recognition to DOR’s losses to the amount of your recorded investment.

 Management
Response: The Company does not have any requirements to provide additional financial support to DOR. In future filings, we will modify the disclosure to note we do not have any requirements to provide additional financial support.

8.
We note from the disclosure included in Note N that revenue from the sale of research is recognized upon execution of the contract and the receipt of the related
cash payment from the customer. Given that research typically represents a service to be performed, please tell us why the company believes such revenue has been earned upon execution of the contract. We may have further comment upon receipt of your
response.

 Management Response: Certain of our contracts provide for the sale of a completed research
file. Those research files included information compiled by the company previous to the sale and delivered to the customer at the time of sale. We do not have any service obligations to provide research services in future periods. In future filings,
the sale of research disclosure will be stricken from the Deferred Revenue footnote.

9.
We note the disclosures included in Note R indicating the company issued shares of its common stock during 2010 in a number of transaction in which the shares were
issued in exchange for shares of the company’s Series D Convertible Preferred Stock or Series E Convertible Preferred Stock. Please tell us and revise future filings to indicate whether these conversions of Series D and Series E Preferred
shares into common shares was done in accordance with the original terms of the Series D and Series E Preferred shares. If not, please explain how the company’s accounting for these conversions complied with the guidance outlined in ASC
470-20-40-16, as applicable.

 Securities and Exchange Commission

 May 26, 2011

 Page -4-

 Management Response: The conversions of Series D and Series E Preferred shares into
common shares were completed in accordance with the original terms of the Series D and Series E Preferred shares. Guidance outlined in ASC 470-20-40-16 is not applicable.

10.
We note your disclosure in the Setting Executive Compensation and Market Compensation Assessment section on page 16 that you use competitive market data of the
identified peer group companies to make compensation decisions related to your executive officers’ compensation. In future filings, please revise to discuss in greater detail how you use competitive market data and how that competitive market
data affects your compensation decisions. Additionally, where you target elements of compensation to a range within the competitive market data, such as below the midpoint range for base salary and at the high end of the range for annual incentive
compensation and long-term incentives as disclosed in the first paragraph of the Base salary section on page 17, identify the element of compensation, the range and explain more specifically where your compensation fell within that range. Refer to
Item 402(b)(2)(xiv) of Regulations S-K. In this regard, we note that you provided such information with respect to base salary but not with respect to your other elements of compensation

Management Response: We have only used our peer group companies’ data for determining an average salary of peer group
executives in order to establish a midpoint for the salary ranges for each of our executive officers. We only provide this information for base salary because we do not use the peer group information for determining annual and long-term incentives.
We have utilized the services of an outside consultant in the past to establish annual and long-term incentive criteria based upon the executive officer’s base salary. In future filings, we will revise our discussion to provide more thorough
information regarding these elements of executive officer compensation.

11.
We note your disclosure that “key performance indicators” are used to determine the amount of annual incentive compensation for your executive officers. We
also note your disclosure of target incentive percentile ranges for each key performance indicator, the percentile achievement of certain key performance indicators. In future filings, please revise to quantify all performance goals or targets and
the goals and targets actually achieved in order for your executive officers to earn their annual incentive compensation. To the extent you believe that disclosure of the goals or targets could be excluded under Instruction 4 to Item 402(b) of
Regulation S-K, please provide a detailed explanation for such conclusion on a supplemental basis.

Management Response: Our Executive Compensation Plan has targets for each of the four key performance indicators (KPI) identified
in the CD&A. We identify the upside range percentages for each KPI, as well as the amount earned for each where percentages were allotted. We are very sensitive to identifying specific element ranges within each KPI particularly for the reasons
included in Instruction 4 to Item 402(b) of Regulation S-K. We also do not give guidance to stock analysts since our business model has been quite volatile at this stage of our development. However, we will consider revising our disclosure in
future filings to address each of the performance goals and targets in greater detail.

 Securities and Exchange Commission

 May 26, 2011

 Page -5-

12.
We note that you have disclosed in the “Bonus” column rather than the “Non-equity Incentive Plan Compensation” column amounts earned related to
annual incentive compensation, even though you state that the annual incentive bonuses were determined on the basis of key performance indicators related to your 2010 performance. Please advise regarding your basis for disclosing these amounts in
the “Bonus” column. For guidance, refer to Question 119.02 of the Regulations S-K Compliance and Disclosure Interpretations. Alternatively, in future filings, please disclose these amounts in the “Non-Equity Incentive Plan
Compensation” column and, to the extent amounts are paid, in the exercise of positive discretion, over and above the amounts earned due to the achievement of any performance measures, disclose those amounts in the “Bonus” column. In
future filings, please also include disclosure, as applicable, in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the “Grants of Plan-Based Awards” table.

Management Response: We disclosed the annual incentive amounts in the “Bonus” column instead of the “Non-Equity
Incentive Compensation” column because ultimately the payment of amounts under our plan is entirely discretionary. Although our Compensation Committee utilizes our Executive Compensation Plan (ECP) as a guideline, there is no binding obligation
to pay the annual incentives. A few years ago, our Compensation Committee decided not to pay annual incentives even though the applicable targets under ECP were achieved. In some years, our Compensation Committee may not decide to pay annual
incentives in cash and may not pay them at all or may decide to pay them in company stock instead. However, after having read Question 119.02 of Regulation S-K – Compliance and Disclosure Interpretations, in future filings we will consider
reporting amounts paid based on our ECP under the “Non-Equity Incentive Compensation” column and any discretionary amounts under the “Bonus” column. Also, in future filings we will also include disclosure, as applicable, in the
“Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the “Grants of Plan-Based Awards” table.

 *******

 In connection with the Company’s response to the Comment Letter,
the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
         May 12 , 2011

Via U .S. Mail
Mr. Gregory P. Stemm , Chief Executive Officer
Odyssey Marine Exploration, Inc.
5215 W. Laurel Street
Tampa, Florida 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10- K for the year ended December 31, 20 10
Filed  February  28, 2011
 File No.  001-31895

Dear  Mr. Stemm:

We have reviewed your filings and have the following comments.  Unless otherwise indicated,
we think you should revise your document in future filings in response to these comments .  If
you disagree, we will consider your explanation as to why our comments are 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 information so we may better understand your disclosure.  After reviewing this information, we may 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the  end of this letter.
 Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corr esp” with a copy to the staff .  Please respond
within ten (10) business days.

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
May 12 , 2011
Page 2

 Annual Report on Form 10- K for the year ended December 31, 2010
 Item 1A.  Risk Factors, page 12
1. We note your disclosure in the first paragraph of this section of “[s]ome  of these risks are
described below, and should be carefully considered in evaluating Odyssey or any
investment decision relating to our securities.  This section does not describe all risks applicable to Odyssey, its industry or its business.  It is intended only as a summary of the principal risks.  However, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.”   All
material risks should be discussed in this section.  In future filings,  please revise this
paragraph to clarify that you have discussed all known material risks.  Please also delete the sixth sentence of the first paragraph in its entirety.  If risks are not deemed material,
please do not reference them.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
18
Liquidity and Capital Resources, page 24
 Quantitative and Qualitative Disclosures about Market Risk, page 26
2. We note from the company’s response  letter  dated June 19, 2009 to our prior comment 3
that additional disclosures concer ning interest risk in accordance with Item 305 of
Regulation S -K would be provided in future filings.  However, we continue to note that
the company has not provided the required disclosures with respect to the interest rate risk posed by the company’s $8 million of variable rat e debt.  As prev iously  requested ,
please revise future filings to include a discussion of your  exposure to interest rate risk
related to interest rates on your lo ng-term debt in one of the three disclosure alternatives
set forth in Item  305(a) of Regulation S -K.

 Item 12.  Security Ownership of Certain Beneficial Owners, page 27
3. We note that the required information to be disclosed pursuant to Item 12 was to be
incorporated by reference from your definitive proxy statement but we were unable to
locate the disclosure r equired by Item 201(d) of Regulation S -K in your definitive proxy
statement.  Please tell us why this information was not included in your definitive proxy
statement.  Also, i n future filings , please ensure that the required information to be
disclosed pur suant to Item 12 is appropriately incorporated by reference.

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
May 12 , 2011
Page 3

 Financial Statements, page 29
Notes to the Consolidated Financial Statements, page 38
Note A – Organization and Summary of Significant Accounting Policies, page 38
 Revenue Recognition and Accounts Receivable, page 38
4. Please tell us and revise future filings to disclose in detail how your revenue recognition
policy for expedition revenues satisfies the criteria for revenue recognition outlined in SAB Topic 13.A.1.  Your response and your revised disclosures should specifically address the how the company recognizes  revenue (e.g. the milestone method, after all
services have been performed, etc.) and include how any contractual cancellation clauses affect the company’s revenue recognition policy.  We may have further comment upon receipt of your response.

Earnings P er Share, page 39
5. We note from the disclosure in the fourth paragraph on page 39 that the company uses the
reverse treasury stock method for its warrants when calculating earnings per share.  Given that ASC 260- 10-45-35 recommends the use of the reverse t reasury stock method
for put options or options that require the repurchase of the company’s own stock, it is unclear why the company uses this method for warrants.  Please advise us of the company’s basis or rationale for the treatment being used for thes e warrants.

Note E – Accounts Receivable, page 43
6. We note from the disclosure in Note E that the $2 million receivable from Dorado Ocean
Resources, Ltd. (“DOR”) not reserved for could be offset against the subscription payable to DOR of $1,998,800.  We f urther note from Note J that the subscription payable can be
paid either with cash or services rendered to DOR.  In this regard, please tell us and revise the notes to your financial statements in future filings to explain whether the company has a contractual right of offset for the receivable from DOR against the subscription payable.  If the company does not have a contractual right of offset, please tell us why the remaining $2 million receivable from DOR was not reserved for at December 31, 2010 given the uncertainty which exists with respect to its collectability.  We may have further comment upon receipt of your response.

Note J – Investment in Unconsolidated Entity, page 44
7. We note from the discussion in the first paragraph on page 45 that the comp any has
recognized losses related to its DOR investment up to the amount of its investment which
totaled $2,447,471 at December 31, 2010. Please tell us, and revise future filings to disclose whether the company has any requirements to provide additional f inancial
support to DOR. If so, please explain why you believe it is appropriate to limit your recognition of DOR’s losses to the amount of your recorded investment.

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
May 12 , 2011
Page 4

  Note N – Deferred Revenue, page 48
8. We note from the disclosure included in Note N that r evenue from the sale of research is
recognized upon execution of the contract and the receipt of the related cash payment
from the customer.  Given that research typically represents a service to be performed, please tell us why the company believes such r evenue has been earned upon execution of
the contract.  We may have further comment upon receipt of your response.

 Note R – Stockholders’ Equity/(Deficit) , page 51
9. We note the disclosures included in Note R indicating that the company issued shares of
its common stock during 2010 in a number of transactions in which the shares were issued in exchange for shares of the company’s Series D Convertible Preferred Stock or Series E Convertible Preferred Stock. Please tell us and revise future filings to indicat e
whether these conversions of Series D and Series E Preferred shares into common shares was done in accordance with the original terms of the Series D and Series E Preferred shares. If not, please explain how the company’s accounting for these conversions
complied with the guidance outlined in ASC 470- 20-40-16, as applicable.

Definitive Proxy Statement on Schedule 14A
 Components and Results of the 2010 Compensation Plan, page 17
10. We note your disclosure in the Setting Executive Compensation and Market
Compensation Assessment section on page 16 that you use competitive market data of the identified peer group companies to make compensation decisions related to your executive officers’ compensation.   In future filings, please revise to discuss in greater
detail how you use competitive market data and how that competitive market data affects your compensation decisions.  Additionally, where you target elements of compensation to a range within the competitive market data, such as below the midpoint range for base salary  and at the higher end of the range for annual incentive compensation and long- term
incentives as disclosed in the first paragraph of the Base salary section on page 17, identify the element of compensation, the range and explain more specifically where yo ur
compensation fell within that range.  Refer to Item 402(b)(2)(xiv) of Regulation S -K.  In
this regard, we note that you provided such information with respect to base salary but not with respect to your other elements of compensation.

Annual Incentive Compensation and Targets, page 17
11. We note your disclosure that “key performance indicators” are used to determine the
amount of annual incentive compensation for your executive officers.  We also note your disclosure of target incentive percentile ranges for each key performance indicator , the
percentile achievement  of certain key performance indicators, and the overall percentile
achievement of all key performance indicators .  In future filings, please revise to quantify

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
May 12 , 2011
Page 5

 all performance goals or targets and the goals and targets actually achieved in order for
your executive officers to earn their ann ual incentive compensation.  To the extent you
believe that disclosure of the goals or targets is not required because it would result in competitive harm such  that the goals or targets could be excluded under Instruction 4 to
Item 402(b) of Regulation S -K, please provide  a detailed explanation for such conclusion
on a supplemental basis .

 Summary Compensation Table, page 20
12. We note that you have disclosed in t he “Bonus” column rather than the “Non- Equity
Incentive Plan Compensation” column amounts earned related to annual incentive
compensation, even though you state that the annual incentive bonuses were determined on the basis of key performance indicators re lated to your 2010 performance.  Please
advise regarding your basis for disclosing these amounts in the “Bonus” column.  For guidance, refer to Question 119.02 of the Regulation S -K Compliance and Disclosure
Interpretations.  Alternatively, in future filings, please disclose these amounts in the “Non -Equity Incentive Plan Compensation” column and, to the extent amounts are paid,
in the exercise of positive discretion, over and above the amounts earned due to the achievement of any performance measures, disclose those amounts in the “Bonus” column.  In future filings, please also include disclosure, as applicable, in the “Estimated Future Payouts Under Non- Equity Incentive Plan Awards” column  of the “Grants of
Plan-Based Awards” table.
  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 all information required under the Secur ities Exchange
Act of 1934 and that they have provided all information investors require for an informed investment 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 dis closure 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 i nitiated by the
Commission or any person under the federal securities laws of the United States.

Mr. Gregory P. Stemm , CEO
Odyssey Marine Exploration, Inc.
May 12 , 2011
Page 6

 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.
You may contact Heather Clark at 202- 551-3624 or me at 202- 551-3813 if you have questions
regarding comments on the financial s tatements and related matters .  Please contact Donald Fi eld
at 202- 551-3680 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

Mail Stop 3561
        July 24, 2009  Via Fax & U.S. Mail

 Mr. Michael J. Holmes Chief Financial Officer 5215 W. Laurel Street Tampa, Florida 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10-K for the year ended December 31, 2008
Filed March 11, 2009
 File No. 001-31895

Dear Mr. Holmes:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Linda Cvrkel Branch Chief

   VIA FACSIMILE (813) 870-1921

CORRESP
1
filename1.htm

Correspondence

 5215 W. Laurel Street

 Tampa, FL 33607

 Tele: (813) 876-1776

 Fax: (813) 870-1921

 July 9, 2009

 VIA EDGAR AND

 FACSIMILE / (703) 813-6967

 Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549-7010

 Attention: Ms. Claire Erlanger

Re:

Odyssey Marine Exploration, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2008

Filed March 11, 2009

SEC File No.: 001-31895

 Dear Ms. Erlanger:

 The purpose of this letter is to respond to the Staff’s comment letter of June 26, 2009 (the “Comment Letter”), to the Company with respect to the above-referenced filing. Set forth below in
bold are the comments from the Comment Letter, followed in each case by the Company’s response.

1.
We note from your response to our prior comment 6 that the net financial impact of the reporting line items, operations and research and marketing, general and administrative, is
nil. However, we are still unclear as to the accounting for these capitalized deferred costs, specifically the effects on the income statement. Please clearly explain in detail the entries that are made to record the deferred costs and the deferred
recovery cost reserve. It appears from your response that expenses are initially recorded then when a capitalization decision is made, the expenses are credited (eliminating the income statement impact). If so, we are unclear how the establishment
of a reserve, which records a charge to the income statement, would result in a total zero impact to the income statement. Please advise.

 We have illustrated an example of the accounting in the following paragraphs. The first journal entry charges the original ongoing recovery expenses to the income statement. The second journal entry sets up the
capitalized asset (either inventory or deferred costs) and the third journal entry sets up the asset reserve. The resulting impact to the income statement is a charge which represents the original recovery expenses charged to the proper reporting
line item. These journal entries are made in the same accounting period.

Debit

Credit

 Operations and research expense

$
7,000

 Marketing, general & administrative expense

$
3,000

 Accounts Payable

$
10,000

 To record the normal ongoing costs of recovery when incurred.

 Securities and Exchange Commission

 July 9,
2009

  Page -
 2
-

Debit

Credit

 Asset

$
10,000

 Operations and research expense

$
7,000

 Marketing, general & administrative expense

$
3,000

 To record the capitalized asset based upon the costs of recovery.

 Operations and research expense

$
7,000

 Marketing, general & administrative expense

$
3,000

 Asset reserve

$
10,000

 To establish a reserve against the capitalized asset until title is secured.

2.
We note from your response to our prior comment 9 that warrants were not issued in connection with the sale of the Series E Convertible Preferred Stock or the Series F
Convertible Preferred Stock, and therefore, there were no beneficial conversion features. In light of the fact that a beneficial conversion feature can exist on convertible preferred stock without attached warrants, please confirm that you evaluated
the convertible preferred stock for the existence of a beneficial conversion feature at the time of issuance.

 We
originally did not determine the existence of a beneficial conversion feature at the time of issuance of the Series E and Series F Convertible Preferred Stock. However, upon further evaluation, we did note the existence of a beneficial conversion
feature for only the Series E Convertible Preferred Stock which we deem not to be material for the following reasons:

a.)
No financial impact on the shareholders equity section of the balance sheet,

b.)
Would not influence a decision by a user of our financial statements about our company,

c.)
Less than a 3% increase to the net loss available to stockholders.

 The Company will revise the disclosure in future filings.

3.
We note from your response to our prior comment 11 that the common stock warrants were cancelled at the time of the Series D Preferred Stock issuance and the Black-Scholes
computation was used to assign fair market value to all the warrants issued. In light of the fact that the warrants issued had different exercise prices, please confirm that the relative fair value of all 2,640,000 warrants issued in January 2007
was computed and used in the allocation of the proceeds between the preferred stock and warrants and in the calculation of the beneficial conversion feature on the preferred stock.

 Yes, the relative fair value of all 2,640,000 warrants issued in January 2007 was computed and used in the allocation of the proceeds between the
preferred stock and warrants and in the calculation of the beneficial conversion feature on the preferred stock.

 Securities and Exchange Commission

 July 9,
2009

  Page -
 3
-

 Please feel free to contact me at (813) 876-1776 should you have any questions regarding this
response.

Very truly yours,

ODYSSEY MARINE EXPLORATION, INC.

 /s/ Michael J. Holmes

Michael J. Holmes

Chief Financial Officer

Mail Stop 3561
        June 26, 2009  Via Fax & U.S. Mail

 Mr. Michael J. Holmes Chief Financial Officer 5215 W. Laurel Street Tampa, Florida 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10-K for the year ended December 31, 2008
Filed March 11, 2009
 File No. 001-31895

Dear Mr. Holmes:

We have reviewed your response letter dated June 19, 2009 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, 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.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.
   Form 10-K for the year ended December 31, 2008

 Note F. Inventory

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc. June 26, 2009 Page 2

1. We note from your response to our prior co mment 6 that the net financial impact
of the reporting line items, operations and research and marketing, general and
administrative, is nil.  However, we ar e still unclear as to the accounting for these
capitalized deferred costs, specifically the effects on the income statement.  Please
clearly explain in detail the entries that are made to r ecord the deferred costs and
the deferred recovery cost reserve.  It appears from your response that expenses
are initially recorded then when a cap italization decision is made, the expenses
are credited (eliminating the income statem ent impact).  If so, we are unclear how
the establishment of a reserve, which reco rds a charge to the income statement,
would result in a total zero impact to the income statement.  Please advise.
 Note N. Stockholders’ Equity, page 40

2. We note from your response to our prior co mment 9 that warrant s were not issued
in connection with the sale  of the Series E Convertib le Preferred Stock or the
Series F Convertible Preferred Stock, and therefore , there were no beneficial
conversion features.  In light  of the fact that a beneficial conversion feature can
exist on convertible preferred stock without attached warrants, please confirm that
you evaluated the convertible preferred st ock for the existence of a beneficial
conversion feature at the time of issuance.

3. We note from your response to our pr ior comment 11 that the common stock
warrants were cancelled at the time of th e Series D Preferred Stock issuance and
the Black-Scholes computation was used to assign fair market value to all the warrants issued.  In light of the fact that the warrants issued had different exercise
prices, please confirm that the relative fair value of all 2,640,000 warrants issued
in January 2007 was computed and used in the allocation of th e proceeds between
the preferred stock and warrants and in  the calculation of the beneficial
conversion feature on the preferred stock.

********
  You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.
Sincerely,

Linda Cvrkel Branch Chief
VIA FACSIMILE (813) 870-1921

CORRESP
1
filename1.htm

Correspondence

 5215 W. Laurel Street

 Tampa, FL 33607

 Tele: (813)876-1776

 Fax: (813)870-1921

 June 19, 2009

 VIA EDGAR AND

 FACSIMILE / (703) 813-6967

 Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549-7010

 Attention: Ms. Claire Erlanger

Re:
Odyssey Marine Exploration, Inc. (the “Company”)

 Form 10-K for the Year Ended December 31, 2008

 Filed March 11, 2009

 SEC File No.: 001-31895

 Dear Ms. Erlanger:

 The purpose of this letter is to respond to the Staff’s comment letter of June 9, 2009 (the “Comment Letter”),
to the Company with respect to the above-referenced filing. Set forth below in bold are the comments from the Comment Letter, followed in each case by the Company’s response.

1.
We note from your disclosure in the Liquidity section of MD&A on page 17 that during 2008 you capitalized maintenance for extensive engine repairs and upgrades to the Ocean
Alert. Please tell us, and disclose in the notes to the financial statements in future filings, your policy for accounting for repairs and maintenance, including how you account for drydock or special survey costs.

 Normal repairs and maintenance are expensed as incurred. Major overhaul items (such as engines, generators, etc.) qualify to be capitalized and
depreciated over their expected useful lives or over the remaining life of the asset. Certain major repair items which are required by the industry during a scheduled Five Year Class Inspection to ensure a vessel’s seaworthiness also qualify to
be capitalized and would be depreciated over the period of time until the next planned major maintenance for that item. Other general repair and maintenance items discovered during a Five Year Class Inspection are expensed. The term Five Year Class
Inspection is sometimes commonly referred to as special survey or drydock and may be used interchangeably in our reporting. There were no special survey costs or drydock expenses that were capitalized except as noted in the above policy.

In the notes to the financial statements in future filings, the Company will disclose its policy for accounting for repairs and maintenance, including
how it accounts for Five Year Class Inspection, drydock or special survey costs.

 Securities and Exchange Commission

 June 19, 2009

  Page -
 2
-

2.
We note that your disclosure of critical accounting estimates includes a discussion of your accounting for long-lived assets and the realizability of deferred tax assets. Please
consider revising future filings to include a discussion of the estimates surrounding your accounting for inventory, particularly the capitalized costs of recovery and conservation and how you regularly assess realizability of your inventory
balance. Your disclosure should be revised to address the following areas:

•

 Types of assumptions underlying the most significant and subjective estimates;

•

 Sensitivity of those estimates to deviations of actual results from management’s assumptions; and

•

 Circumstances that have resulted in revised assumptions in the past.

 Refer to SEC Interpretive Release No. 33-8350 (i.e., FR-72).

 The Company will consider revising the disclosure in future filings to include a discussion of the estimates surrounding the Company’s accounting for inventory, particularly the capitalized costs of recovery and
conservation and how the Company regularly assesses realizability of its inventory balance, including disclosure to address the points listed above.

3.
We note your disclosure that you do not believe you have material market risk exposure and have not entered into any market risk sensitive instruments to mitigate these risks or
for trading or speculative purposes. However, in light of the variable interest rates on the $8.3 million of debt recorded on the balance sheet, it appears you are exposed to market risk related to interest rates. Please revise future filings to
include a discussion of your risk related to interest rates on your long-term debt, in accordance with one of the three disclosure alternatives set forth in Item 305(a) of Regulation S-K.

 The Company will revise the disclosure in future filings to include a discussion of the Company’s risk related to interest rates on its long-term
debt, in accordance with one of the three disclosure alternatives set forth in Item 305(a) of Regulation S-K.

4.
We note from your disclosure in MD&A, that $1.9 million of revenue in 2008 relates to expedition charter revenue related to a television series. In future filings, please
revise your statements of income to separately present revenue and cost of sales from products (sale of coins and artifacts) and services (lease of themed attraction exhibit and expedition charter revenue). See Rule 5-03.1 and 5-03.2 of Regulation
S-X. Also, please tell us, and disclose in future filings, your accounting policy for recognizing revenue generated by services such as the expedition charter and your themed attractions.

 Revenue for items such as charter and exhibits (service) is recognized as earned based upon the accrual method of accounting supported by the contractual
terms of an agreement.

 The Company will revise the disclosure in future filings to (a) separately present revenue and cost of sales
from products (sale of coins and artifacts) and services (lease of themed attraction exhibit and expedition charter revenue) and (b) disclose the Company’s accounting policy for recognizing revenue generated by services such as the
expedition charter and its themed attractions.

 Securities and Exchange Commission

 June 19, 2009

  Page -
 3
-

5.
We note from your disclosure in the liquidity section of MD&A, that the cash flows from financing include $5 million from your bank line of credit, offset by net loan
repayments of $.6 million which include loan proceeds of $2.5 million for the refinancing of your corporate building offset by repayment of you previous building mortgage of $3.1 million. However, your statement of cash flows shows loan proceeds of
$10 million and repayments of $5.6 million. Please explain to us the nature of the $10 million proceeds received during 2008 and the nature of the $5.6 million of repayments made during 2008.

 The explanation in the MD&A addresses the overall $15.2 million of net cash provided by financing activities, as summarized in the financial table
included therein on page 17. Without addressing each specific item included in the Consolidated Statement of Cash Flows, the $15.2 million was made up of $10.8 million from issuance of common stock, plus $5 million net proceeds from the line of
credit, minus $.6 million of net loan repayments. The line of credit net proceeds included $7.5 million proceeds minus a $2.5 million repayment for a net $5 million proceeds. The net loan repayments included $2.5 million loan proceeds from
refinancing less $3.1 million of loan repayments for a prior mortgage and equipment loan for a net loan repayment of $.6 million. In summary, overall loan proceeds were $10 million and loan repayments were $5.6 million.

6.
We note your disclosure that you have capitalized deferred costs of $2.4 million related to the recovery and conservation of the Black Swan project and have reserved these costs
100%. In light of the fact that you have not yet secured ownership rights, please explain to us why you believe it is appropriate to capitalize these deferred costs. Also, please tell us the line item on the statement of operations where the
deferred recovery cost reserve was charged to expense when it was established in 2007.

 Capitalized vessel recovery and
conservation costs are charged to artifact inventory or deferred assets, as appropriate, upon determination that the net realizable value of the artifacts exceeds the cost of recovery and conservation. Recovered artifacts where title has not been
secured are recorded as a deferred asset and reserved against at 100% until title is secured. Because we are involved in litigation to secure title to the Black Swan artifacts, the $2.4 million of deferred costs were recorded as a deferred asset and
reserved against at 100%, thereby recording a net realizable asset of $0 on our balance sheet.

 Expense items related to capitalized
deferred costs are captured in either reporting line item, Operations and research or Marketing, general and administrative. When capitalized, amounts are credited out of their respective line item where they were originally charged. Each respective
line item receives a dollar-for-dollar corresponding offsetting charge when the deferred recovery cost reserve is established. As a result, the net financial impact of the reporting line items, Operations and research and Marketing, general and
administrative, is nil.

7.
We note your disclosure that you are required to comply with a number of covenants under both your revolving credit facility and mortgage loan. Please revise future filings to
include the nature of any restrictive covenants (e.g., restrictions on additional borrowings, obligations to maintain minimum working capital or restrict dividends). See paragraphs 18-19 of SFAS No. 5 and Rule 4-08(e) of Regulation S-X.

 Securities and Exchange Commission

 June 19, 2009

  Page -
 4
-

 The Company will revise the disclosure in future filings to include the nature of any restrictive
covenants (e.g., restrictions on additional borrowings, obligations to maintain minimum working capital or restrict dividends).

8.
We note your disclosure that accrued vessel operations relates to expenditures required to operate your ships such as fuel, repair and maintenance and port fees. Please provide
us with more details of the nature of these amounts and tell us whether the activities related to these expenditures (purchase of fuel, maintenance, etc.) have occurred prior to year end or if they have not yet occurred. Also, please tell us if any
of these amounts relate to the special survey or drydock expenses for your vessels. We may have further comment upon receipt of your response.

 Accrued vessel operations consists of repairs and maintenance at 29% of the total, fuel at 46% of the total, and other vessel operating items, which includes consumables, port fees, spares, provisions and other, at
25% of the total. All expenditure accruals relate to items that have occurred prior to year end. Accrued vessel expenditures relate to items either invoiced or not invoiced by vendors. If the invoice is in our possession, the invoiced amount is
accrued. If the invoice is not in our possession, accruals are made based on factual and historical data.

 The term Five Year Class
Inspection is sometimes commonly referred to as special survey or drydock and may be used interchangeably in our reporting. A portion of the accrued vessel operations items discussed above, which were incurred prior to year end, related to the
drydock/special survey period (predominantly repairs and maintenance).

9.
We note your disclosure that the warrants issued with the Series D Preferred Stock constituted a beneficial conversion option and the Black-Scholes valuation method was utilized
in valuing the warrants. Please explain to us how you calculated the intrinsic value of the beneficial conversion feature of the Series D preferred stock and how you separately calculated the fair value of the warrants, as it is not clear from your
disclosure whether these were each separately valued as required by footnote 4 to paragraph 5 of EITF 98-5. Please note that a beneficial conversion feature refers to an in-the-money conversion feature of the preferred stock into common stock and
should be calculated separately from the fair value of the warrants. Also, please tell us how you evaluated the existence of a beneficial conversion feature related to the Series E and Series F convertible preferred stock at the time of issuance. We
may have further comment upon receipt of your response.

 We followed the guidance of EITF 98-5 and EITF 00-27 in recording
this transaction.

 We calculated the fair value of all warrants issued with the Series D Preferred Stock utilizing the Black-Scholes
binomial model. Using this Black-Scholes valuation for the warrants, we computed the relative fair value of the warrants so we could allocate the proceeds related to the Series D Preferred Stock between the warrants and the Preferred Stock. The per
share net proceeds (gross proceeds less the allocated proceeds to the warrants) based on the common share conversion was compared to the fair market value per Common Share at the date of issuance and we determined a beneficial conversion feature was
present.

 Securities and Exchange Commission

 June 19, 2009

  Page -
 5
-

 Warrants were not issued in connection with the sale of the Series E Convertible Preferred Stock or
the Series F Convertible Preferred Stock, and, therefore, there were no beneficial conversion features.

10.
We note from the disclosure on page 40, that the entire discount associated with the beneficial conversion feature attributed to the Series D Preferred Stock has been amortized
to retained earnings thus decreasing the income available to stockholders. Please revise your consolidated statements of operations for 2007 to reflect this beneficial conversion option of $1,555,338 as an increase to the net loss attributable to
common shareholders. Refer to the guidance outlined in SAB Topic 6:B.

 Footnote 2 of Topic 6:B reads as follows:

 The assessment of materiality is the responsibility of each registrant. However, absent concerns about trends or other qualitative
considerations, the staff generally will not insist on the reporting of income or loss applicable to common stock if the amount differs from net income or loss by less than ten percent.

 The discount of $1,555,338 divided by the loss of $23,832,854 is 6.5%. In management’s opinion, this item would not influence a decision by a user of
our financial statements about our company. As a result, we included a reconciliation of income (loss) available to stockholders, to include the beneficial conversion option, in the notes to the financial statements (Footnote A on page 35).

11.
We note from the disclosures in Note N that in January 2007, the Company exchanged warrants to purchase 2,200,000 shares of Common Stock for warrants to purchase 2,200,000 shares
of Series D Convertible Preferred stock held by two institutional investors taking part in the private placement of Series D Preferred stock. Please tell us and clarify in the notes to the Company’s financial statements how the Company
accounted for the exchange of these warrants in its financial statements. If the Company believed that the fair value of the common stock and Series D Preferred Stock warrants exchanged in this transaction was the same, please explain in detail the
Company’s basis for this conclusion. We may have further comment upon receipt of your response.

 Actually, no
exchange occurred in connection with the Common Stock warrants. The Common Stock warrants were cancelled at the time of the Series D Preferred Stock issuance discussed in Comment 9. The Black-Scholes computation was used to assign fair market value
to all the warrants issued. We will clarify the cancellation of the Common Stock warrants in future filings.

12.
We note that the amounts presented for the fiscal year end 2007 quarters appear to reflect the correction of the error discussed in Note Q. Please note that when the amounts
disclosed in this note vary from the amounts previously reported on the Form 10-Q filed for any quarter, your disclosure should reconcile the amounts given with those previously reported and describe the reason for the difference. Please refer to
Item 302(a)(2) of Regulation S-K. Please revise future filings accordingly.

 Securities and Exchange Commission

 June 19, 2009

  Page -
 6
-

 The Company will revise t

Mail Stop 3561
        June 9, 2009  Via Fax & U.S. Mail

 Mr. Michael J. Holmes Chief Financial Officer 5215 W. Laurel Street Tampa, Florida 33607

Re: Odyssey Marine Exploration, Inc.
 Form 10-K for the year ended December 31, 2008
Filed March 11, 2009
 File No. 001-31895

Dear Mr. Holmes:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter 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.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc.
June 9, 2009 Page 2

Form 10-K for the year ended December 31, 2008

Notes to the Financial Statements – General

1. We note from your disclosure in the Liqui dity section of MD &A on page 17 that
during 2008 you capitalized maintenance for extensive engine repairs and upgrades to the Ocean Alert.  Please tell us, and disclose in the notes to the financial statements in future filings, your policy for accounting for repairs and maintenance, including how you account for drydock or special survey costs.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 - Critical Accounting Estimates, page 21

2. We note that your disclosure of critical accounting esti mates includes a discussion
of your accounting for long-lived assets and the realizability of deferred tax
assets.  Please consider revising future  filings to include a discussion of the
estimates surrounding your accounting for i nventory, particularly the capitalized
costs of recovery and conservation and how you regularly assess realizability of
your inventory balance.  Your disclosu re should be revise d to address the
following areas:
• Types of assumptions underlying th e most significant and subjective
estimates;
• Sensitivity of those estimates to deviations of actual results from management’s assumptions; and
• Circumstances that have resulted in  revised assumptions in the past.
Refer to SEC Interpretive Release No. 33-8350 (i.e. FR-72).

Item 7A. Quantitative and Qualitative Disclosures about Market Risk, page 22

3. We note your disclosure that you do not believe you have material market risk
exposure and have not entered into any market risk sensitive instruments to
mitigate these risks or for trading or speculative purposes.  However, in light of
the variable interest rates on the $8.3 million of debt recorded on the balance sheet, it appears you are exposed to market risk related to interest rates.  Please revise future filings to include a discussion of your risk  related to inte rest rates on
your long-term debt, in accordance with one of the three disclosure alternatives
set forth in Item 305(a) of Regulation S-K.

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc.
June 9, 2009 Page 3

Consolidated Statements of Income, page 29

4. We note from your disclosure in MD&A , that $1.9 million of revenue in 2008
relates to expedition charter revenue rela ted to a television series.  In future
filings, please revise your statements of in come to separately present revenue and
cost of sales from products (sale of coins and artifact s) and servi ces (lease of
themed attraction exhibit and expedition ch arter revenue).  See Rule 5-03.1 and 5-
03.2 of Regulation S-X.  Also, please tell us, and disclose in future filings, your
accounting policy for recognizing revenue generated by services such as the
expedition charter and your themed attractions.
 Statements of Cash Flows, page 31

5. We note from your disclosure in the li quidity section of MD&A, that the cash
flows from financing include $5 million fr om your bank line of credit, offset by
net loan repayments of $.6 million whic h include loan proceeds of $2.5 million
for the refinancing of your corporate build ing offset by repayment of you previous
building mortgage of $3.1 million.  Howeve r, your statement of cash flows shows
loan proceeds of $10 million and repaymen ts of $5.6 million.  Please explain to us
the nature of the $10 million proceeds rece ived during 2008 and the nature of the
$5.6 million of repayments made during 2008.

Note F. Inventory

6. We note your disclosure that you have capitalized deferred costs of $2.4 million
related to the recovery a nd conservation of the Black  Swan project and have
reserved these costs 100%.  In light of  the fact that you have not yet secured
ownership rights, please explain to us  why you believe it is  appropriate to
capitalize these deferred costs.  Also, pl ease tell us the line item on the statement
of operations where the deferred recovery cost reserve was charged to expense
when it was established in 2007.
 Note J. Mortgage and Loans Payable, page 38

7. We note your disclosure that you are re quired to comply with a number of
covenants under both your revolving credit facility and mortgage loan.  Please revise future filings to include the na ture of any restric tive covenants (e.g.,
restrictions on additional borrowings, ob ligations to maintain minimum working
capital or restrict dividends ).  See paragraphs 18-19 of SFAS No. 5 and Rule 4-
08(e) of Regulation S-X.

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc.
June 9, 2009 Page 4

Note K. Accrued Expenses, page 39

8. We note your disclosure that accrued ve ssel operations relates to expenditures
required to operate your ships such as fuel , repair and maintenance and port fees.
Please provide us with more details of the nature of these amounts and tell us
whether the activities related to these expenditures (purchase of fuel,
maintenance, etc.) have occurred prior to year end or if they have not yet
occurred.  Also, please tell us if any of these amounts relate to the special survey
or drydock expenses for your vessels.  We may have further comment upon
receipt of your response.
 Note N. Stockholders’ Equity, page 40

9. We note your disclosure that the warrant s issued with the Series D Preferred
Stock constituted a beneficial conversi on option and the Black-Scholes valuation
method was utilized in valuing the warrants.  Pleas e explain to us how you
calculated the intrinsic value of the benefi cial conversion feature of the Series D
preferred stock and how you se parately calculated the fair value of the warrants,
as it is not clear from your disclosure whether these were each separately valued as required by footnote 4 to paragraph 5 of EITF 98-5.  Please note that a
beneficial conversion featur e refers to an in-the-mone y conversion feature of the
preferred stock into common stock and should be calculated separately from the
fair value of the warrants.  Also, please tell us how you evaluated the existence of
a beneficial conversion feat ure related to the Series E and Series F convertible
preferred stock at the time of issuan ce.  We may have further comment upon
receipt of your response.

Note N. Stockholders’ Equity, page 40

10. We note from the disclosure on page 40, th at the entire discount associated with
the beneficial conversion feature attribut ed to the Series D Preferred Stock has
been amortized to retained earnings t hus decreasing the income available to
stockholders. Please revise your consolidated  statements of operations for 2007 to
reflect this beneficial conversion opti on of $1,555,338 as an increase to the net
loss attributable to common shareholders. Refer to the guidance outlined in SAB
Topic 6:B.

11. We note from the disclosures in Note  N that in January 2007, the Company
exchanged warrants to purchase 2,200,000 sh ares of Common Stock for warrants
to purchase 2,200,000 shares of Series D C onvertible Preferred stock held by two
institutional investors taking part in th e private placement of Series D Preferred
stock. Please tell us and clarif y in the notes to the Company’s financial statements
how the Company accounted for the exchange  of these warrants in its financial
statements. If the Company believed that the fair value of the common stock and

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc.
June 9, 2009 Page 5

Series D Preferred Stock warrants exchanged in this transaction was the same,
please explain in detail the Company’s basis for this conclusion. We may have
further comment upon receipt of your response.

Note T.  Quarterly Financia l Data – Unaudited, page 47

12. We note that the amounts presented for the fiscal year end 2007 quarters appear to
reflect the correction of the error discussed in Note Q.  Please note that when the
amounts disclosed in this note vary from  the amounts previously reported on the
Form 10-Q filed for any quarter, your disclosure should reconcile the amounts
given with those previously reported and describe the reason for the difference.  Please refer to Item 302(a)(2) of Regulatio n S-K.  Please revi se future filings
accordingly.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Michael J. Holmes
Odyssey Marine Exploration, Inc. June 9, 2009 Page 6

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief

 VIA FACSIMILE (813) 870-1921

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                       ODYSSEY MARINE EXPLORATION, INC.
                             5215 West Laurel Street
                             Tampa, Florida  33607
                               (813) 876-1776

                               September 21, 2005

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.  20549

    Re:  Registration Statement on Form S-3
         SEC File No. 333-123650

Dear Sir/Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as
amended, the undersigned, as President of Odyssey Marine Exploration,
Inc. (the "Company"), respectfully requests that the effective date
of the above-referenced Registration Statement on Form S-3 be
accelerated to 12:00 p.m., Eastern Time, on Friday, September 23,
2005, or as soon thereafter as is practicable.

      In connection with this request, the Company acknowledges that:

      * should the Commission or the staff, acting pursuant to 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 effective, does
        not relieve the Company from its full responsibility for the
        adequacy or the accuracy of the disclosure in the filing; and

     *  the Company may not assert this action as a defense in any
        proceeding initiated by the Commission or any person under the
        federal securities laws of the United States.

                                     Very truly yours,

                                     ODYSSEY MARINE EXPLORATION, INC.

                                     By: /s/ John C. Morris
                                         John C. Morris, President

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                KRYS BOYLE, P.C.
                                Attorneys at Law
                            Suite 2700 South Tower
Telephone                   600 Seventeenth Street                 Facsimile
(303) 893-2300              Denver, Colorado  80202           (303) 893-2882

                              September 13, 2005

United States Securities and
  Exchange Commission
Division of Corporation Finance
Attn:  Sara W. Dunton, Attorney-Advisor
100 F Street, N.E., Mail Stop 3561
Washington, D.C.  20549

    Re:  Odyssey Marine Exploration, Inc.
         Amendment No. 2 to the Registration Statement on Form S-3
         Filed August 5, 2005
         SEC File No. 333-123650

Dear Ms. Dunton:

     This letter will serve as a response and/or explanation with respect to
the comments in your letter dated August 30, 2005 (the "Comment Letter")
regarding Odyssey Marine Exploration, Inc. ("Odyssey," the "Company" or the
"Registrant").  The entire text of the comments contained in your comment
letter has been reproduced in this letter for ease of reference.  A response
to each comment is set forth immediately below the text of the comment.

Form S-3
--------

General
-------

     1.  The financial statements should be updated, as necessary, to comply
with Rule 3-12 of Regulation S-X at the effective date of the registration
statement.

     The Form 10-Q for the quarter ended June 30, 2005 is now incorporated
     by reference in the amendment to the registration statement that
     has now been filed.

     2.  Provide a currently dated consent from the independent public
accountant in may future amendments.

      An updated consent of the independent public accountant has been
      filed as Exhibit 23.1 to the amendment to the registration
      statement.

Securities and Exchange Commission
September 13, 2005
Page 2

     3.  Please update your incorporation by reference section to include any
recently filed Exchange Act reports prior to requesting effectiveness.

     The prospectus has been revised to include recently filed
     Exchange Act reports.

Available Information, page 3
-----------------------------

     4.  Please update to reflect the SEC's new address:  100 F Street NE,
Washington, DC  20549.

     The prospectus has been revised to reflect the SEC's new address.

Recent Material Changes in Our Business, page 7
-----------------------------------------------

     5.  Please confirm that the shipwreck attraction opened August 27, 2005.
If not, please revise.

     Additional information concerning the opening of the shipwreck
     attraction and its current status has been added in the Recent
     Material Changes section.

Other
-----

     As noted in our prior letter, we urge all persons who are responsible for
the accuracy and adequacy of the disclosures 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
        disclosures 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.

     Attached hereto is the requested written statement from the Company.

Securities and Exchange Commission
September 13, 2005
Page 3

     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.

                               * * * * * * * * * *

     If you have any additional questions or comments, or if you would like us
to provide any additional information, please contact me immediately.

                                 Sincerely,

                                 KRYS BOYLE, P.C.

                                 By: /s/ Jon D. Sawyer
                                     Jon D. Sawyer

cc: Odyssey Marine Exploration, Inc.

Attachment

                      ODYSSEY MARINE EXPLORATION, INC.
                           5215 W. Laurel Street
                            Tampa, Florida 33607

                             September 13, 2005

United States Securities and
  Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, D.C.  20549

Ladies and Gentlemen:

     On behalf of Odyssey Marine Exploration, Inc. (the "Company"), please be
advised that in connection with the Company's responses to the staff's
comments the Company acknowledges that:

     *  the Company is responsible for the adequacy and accuracy of the
        disclosures 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.

                                   ODYSSEY MARINE EXPLORATION, INC.

                                   By: /s/ David A. Morris
                                       David A. Morris,
                                       Treasurer

</TEXT>
</DOCUMENT>

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

Mail Stop 3561

	August 30, 2005

John C. Morris
President and Chairman of the Board of Directors
Odyssey Marine Exploration, Inc.
5215 West Laurel Street
Tampa, Florida  33607

      Re:	Odyssey Marine Exploration, Inc.
		Amendment no. 2 to the Registration Statement on Form S-
3
		Filed August 5, 2005
		File no.  333-123650

Dear Mr. Morris:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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.

      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 and 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 S-3

General
1. The financial statements should be updated, as necessary, to
comply with Rule 3-12 of Regulation S-X at the effective date of
the
registration statement.
2. Provide a currently dated consent from the independent public
accountant in any future amendments.
3.
Please update your incorporation by reference section to include
any
recently filed Exchange Act reports prior to requesting
effectiveness.

Available Information, page 3
4. Please update to reflect the SEC`s new address: 100 F Street
NE,
Washington DC  20549.

Recent Material Changes in Our Business, page 7
5. Please confirm that the shipwreck attraction opened August 27,
2005.  If not, please revise.

Other

	As noted in our prior letter, 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.

      You may contact Effie Simpson at (202) 551-3346 or Linda
Cvrkel
at (202) 551-3813 if you have questions regarding comments on the
financial statements and related matters.  Please contact Johanna
Vega Losert at (202) 551-3325 or me at (202) 551-3750 with any
other
questions.

      Sincerely,

Sara W. Dunton
Attorney-Advisor

??

??

??

??

Odyssey Marine Exploration, Inc.
August 30, 2005
Page 3

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                KRYS BOYLE, P.C.
                                Attorneys at Law
                            Suite 2700 South Tower
Telephone                   600 Seventeenth Street                 Facsimile
(303) 893-2300              Denver, Colorado  80202           (303) 893-2882

                                August 5, 2005

United States Securities and
  Exchange Commission
Division of Corporation Finance
Attn:  Max A. Webb, Assistant Director
100 F Street, N.E., Mail Stop 3561
Washington, D.C.  20549

    Re:  Odyssey Marine Exploration, Inc.
         Amendment No. 1 to the Form 10-KT
         Filed June 17, 2005
         SEC File No. 1-31895

Dear Mr. Webb:

     This letter will serve as a response and/or explanation with respect to
the comments in your letter dated July 25, 2005 (the "Comment Letter")
regarding Odyssey Marine Exploration, Inc. ("Odyssey," the "Company" or the
"Registrant").  The entire text of the comments contained in your comment
letter has been reproduced in this letter for ease of reference.  A response
to each comment is set forth immediately below the text of the comment.

Form 10-K Filed June 17, 2005, as amended
-----------------------------------------

Description of Business, page 3
-------------------------------

     1.  Please identify the four customers you reference on page 10.

     The Company has filed a further amendment to its Form 10-KSB to add the
     names of the four customers, as requested.

Consolidated Statements of Cash Flows
-------------------------------------

     2.  We note your response to our prior comment number 13 in which you
explain the terms of the transaction in which certain convertible loans were
converted into common shares.  Please confirm that you will include
disclosures similar to those provided in your response to our prior comment in
the notes to your financial statements in future filings.  We believe these
disclosures are necessary in order to understand the terms under which your
convertible loans were converted into common shares.  Also, your statement of
changes in stockholders' equity should also be revised to include separate
disclosures of such transactions, rather than including them in the caption,
common stock issued for cash.  Please confirm that you will provide such
disclosures in future filings, where applicable.

     On behalf of the Company, this will confirm that we will provide
     disclosures similar to those provided in response to prior Comment No. 13
     in future filings.  In addition, in the future we will include separate
     disclosures of such transactions in the our statement of changes in
     stockholders equity instead of including them in the caption "common
     stock issued for cash."

Other
-----

     As noted in our prior letter, we urge all persons who are responsible for
the accuracy and adequacy of the disclosures 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
        disclosures 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.

	Attached hereto is the requested written statement from the Company.

     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.

                               * * * * * * * * * *

     If you have any additional questions or comments, or if you would like us
to provide any additional information, please contact me immediately.

                                 Sincerely,

                                 KRYS BOYLE, P.C.

                                 By: /s/ Jon D. Sawyer
                                     Jon D. Sawyer

cc: Odyssey Marine Exploration, Inc.
Attachment

                        ODYSSEY MARINE EXPLORATION, INC.
                            5215 W. Laurel Street
                             Tampa, Florida 33607

                                August 5, 2005

United States Securities and
  Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, D.C.  20549

Ladies and Gentlemen:

	On behalf of Odyssey Marine Exploration, Inc. (the "Company"), please be
advised that in connection with the Company's responses to the staff's
comments the Company acknowledges that:

     *  the Company is responsible for the adequacy and accuracy of the
        disclosures 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.

                                   ODYSSEY MARINE EXPLORATION, INC.

                                   By: /s/ John C. Morris
                                      John C. Morris, President

</TEXT>
</DOCUMENT>

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

Mail Stop 03-05
	April 21, 2005

John C. Morris
President and Chairman of the Board of Directors
Odyssey Marine Exploration, Inc.
5215 West Laurel Street
Tampa, Florida  33607

Re:	Odyssey Marine Exploration, Inc.
	Form S-3 filed March 29, 2005
	File No. 333-123650

	Form 10-KT filed March 23, 2005
	File No.  1-31895

Dear Mr. Morris:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document 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.

      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 and 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-K filed March 23, 2005

Description of Business, page 3

Overview of Odyssey, page 3
1. On a supplemental basis, please provide verifiable support for
your assertions in the second paragraph of the overview section on
page 3.
2. Please revise disclosure to provide a section on your
dependence
on one or a few major customers.  We note that during the year
ended
December 31, 2004, you had four customers who accounted for 12.5%,
14.4%, 13.9% and 23.0% of your sales. Refer to Item 101(a)(6) of
Regulation S-B.

Mission and Strategy, page 4
3. Since you state that the cost of mobilizing vessels, complex
equipment and a professional team is very high, please consider
disclosing the typical costs incurred in projects such as the SS
Republic Project and the HMS Sussex Project.

SS Republic Project, page 5
4. Please clarify disclosure in this section to describe the
September 2000 private placement in which you sold units comprised
of
Republic Revenue Participation Certificates and common stock
relating
to the Republic Project.  Please describe the financial impact of
this revenue-sharing arrangement.

HMS Sussex Project, page 7
5. Please improve your description of research methods supporting
your determination that the HMS Sussex was carrying a cargo of
coins
with a bullion value of approximately $100 million and a much
higher
numismatic value.  You should consider balancing disclosure to
address the uncertainties you describe on page 12 of your risk
factors section.

Sales and Marketing, page 9
6. To the extent material, please describe the nature of your
business relationship with coin dealers and further describe your
dealer network.  Please explain how these dealer networks are able
to
provide a distribution method for the sale of your products.
Also,
describe the nature of dealer compensation.  See Item 101(a)(2) of
Regulation S-B.

Competition, page 11
7. Please revise disclosure to provide more of a background on
what
your competitive conditions are in the shipwreck business.  It
appears that you view the competition as a factor worthy of
disclosure in the risk factors section.  Consider naming the
principal competitors and describe how the various aspects of
their
work create a competitive condition for your business.  Please
revise
your risk factor accordingly.  Refer to Item 101 (a)(4) of
Regulation
S-B.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 15

Liquidity and Capital Resources, page 17
8. Please quantify your cash requirements for the next twelve
months
and for longer than one year.

Directors, Executive Officers, Promoters and Control Persons, page
19
9. Please revise disclosure to provide dates of employment for
Messrs. Holmes and Howe.  Please disclose the specific titles held
at
the companies you list.  Refer to Item 401(e) of Regulation S-K.

Certain Relationships and Related Party Transactions, page 29
10. Please further describe the nature of Messrs. Morris and
Stemm`s
membership interests in the Georgia limited liability company and
quantify the extent of their economic interests in the 5% revenue
sharing interest relating to the Cambridge Project.

Consolidated Statements of Operations, page F-4
11. In the business section, you state that you have derived
revenue
from your own telemarketing group, and through wholesale dealers.
You also state that you intend to open attractions that will
generate
revenue in 2005, some of which appears to be service-type revenue.
To the extent that you generate revenue from the sale of different
products and services, revise to disclose revenues derived from
each
product or service in the notes to your financial statements as
required by paragraph 31 of SFAS 131.  In addition, separate
disclosure in MD&A should discuss this source to revenues and its
related costs of revenues.
12. We note that losses on disposals of equipment were classified
as
other income or expense.  Note that gains and losses on disposals
should be separately reported in your consolidated statement of
operations within operating income (loss) in a similar manner as
"other expenses".   Refer to the guidance in paragraphs 25 and 45
of
SFAS 144 and footnote 68 of Staff Accounting Bulletin Topic 13.
Please revise your classification accordingly.

Consolidated Statements of Cash Flows
13. Please tell us the nature and significant terms of the
transaction in which loan principal aggregating $1,042,750 was
converted into shares of the Company`s common stock during the
fiscal
year ended February 29, 2004. As part of your response, please
explain how the conversion price associated with the loan
converted
into common shares was determined and indicate whether the
conversion
was made in accordance with the original terms of the debt
obligation
or pursuant to a troubled debt restructuring or inducement offer.
Refer to the guidance outlined in SFAS No.15 and SFAS No.84. We
may
have further comment upon receipt of your response.

Note B-Summary of Significant Accounting Policies

Inventory, page F-9

Depreciation, page F-9 and

Note F- Inventory, page F-12
14. We note that $3,274,942, and $5,945,177 of your current and
non-
current inventory, respectively, relates to SS Republic Artifacts,
for which it appears that different valuation methods were used
for
each one of their components.  Significantly expand your
disclosure
and supplementally advise us in detail of the different components
comprising the category titled "SS Republic Artifacts", and
explain
the specific nature and amounts of the recovery and conservation
costs capitalized to these investments.  Your response should also
explain your methodology to determine the inventory values for
each
component or type of inventory (i.e. coins, other artifacts,
e.t.c.)
and should explain how you ensure these inventories are valued at
the
lower of cost or market as required by Chapter 4 of ARB No. 43.
As
part of your response, cite specifically any accounting literature
that you relied upon in determining your cost capitalization
policies.  Also, tell us and revise to disclose, the nature and
amount of costs that have been capitalized to inventory during
each
period presented.

Earnings per Share
15. Revise future filings to disclose the number of options and
warrants that could potentially dilute the Company`s basic
earnings
per share in future periods but that were not included in the
computation of the Company`s diluted earnings per share for the
periods presented because to do so would be anti-dilutive for the
periods presented. Refer to the disclosure requirements of
paragraph
40c of SFAS No.128.

Other
16. Please add disclosure and supplementally advise us to describe
the nature and accounting for costs included in attraction
development.  Your response should explain in detail the specific
nature and amounts of the costs capitalized and should also
explain
why you believe capitalization is appropriate.  We may have
further
comment upon reviewing your response.

Note K- Mortgage Payable, page F-13
17. Please indicate the total amounts due after the fifth year.
Also, since you state that the loan is due in ten years but the
payments are based on a 20 year amortization schedule, expand your
disclosure to indicate the amount a balloon payment due at the end
of
ten years.

Note O- Sale of Revenue Participating Certificates, page F-14
18. Expand your disclosure and supplementally advise us of the
accounting for the deferred RPC revenue in the event there is no
revenue generated from the Cambridge project.  Also, please
explain
in further detail how and why you plan to begin recognizing
revenue
associated with the Republic revenue participation certificates.
We
note that although you are recognizing revenue from the Republic
project, you have not yet recognized revenue from the Republic
revenue participation certificates.

Note Q - Common Stock Options and Warrants
19. In future filings, please include the disclosures required by
paragraph 48 of SFAS No.123 with respect to stock options that are
exercisable as of the most recent balance sheet date presented.
Also,
please tell us and revise the notes to your financial statements
to
disclose the amount of expense recognized in connection with
warrants
granted to non-employees during the periods presented in your
financial statements and explain how the amount of expense
recognized
was calculated or determined.

Other
20. Add disclosure in the notes to the financial statements to
discuss the litigation described in Item 3-Legal Proceedings, and
provide any applicable disclosures from SFAS 5.  We may have
further
comment upon reviewing your response.  If you believe disclosure
is
not required, please explain in detail your basis for this
conclusion.
21. Provide a currently dated consent from the independent public
accountant in future amendments.

Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to 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 effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with 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 a 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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  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
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate 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 advance of the requested
effective date.

      You may contact Effie Simpson at (202) 942-2838 or Linda
Cvrkel
at (202) 942-1936 if you have questions regarding comments on the
financial statements and related matters.  Please contact Johanna
Vega Losert at (202) 942-2931 or me at (202) 942-1850 with any
other
questions.

      Sincerely,

Max A. Webb
Assistant Director

??

??

??

??

Odyssey Marine Exploration, Inc.
April 21, 2005
Page 7

</TEXT>
</DOCUMENT>