SecProbe.io

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 VIA EDGAR

 April
3, 2025

 United States Securities

 and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Rebekah Reed

 Re:
 OptimizeRx Corp

 Registration Statement on Form S-3

 Filed March 28, 2025
 File No: 333-286224

 Dear Ms. Reed:

 OptimizeRx Corp (the " Registrant ") hereby
requests that the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-286224), be accelerated by the
U.S. Securities and Exchange Commission (the " Commission ") to become effective on Monday, April 7, 2025 ,
at 4:00 p.m ., Eastern Time, or as soon as reasonably practicable thereafter.

 The Registrant understands that the Staff of the Commission will consider
this request as confirmation by the Registrant that it is aware of its responsibilities under the federal securities laws as they relate
to the issuance of the securities covered by the Registration Statement.

 The Registrant hereby authorizes Melissa Palat Murawsky of Blank Rome
LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Murawsky at (215) 569-5732 with any questions you may
have concerning this request, and please notify her when this request for acceleration has been granted.

 /s/ Stephen Silvestro

 Name:
 Stephen Silvestro

 Title:
 Chief Executive Officer

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

Stephen Silvestro
Chief Executive Officer
OptimizeRx Corp
260 Charles Street, Suite 302
Waltham, MA 02453

 Re: OptimizeRx Corp
 Registration Statement on Form S-3
 Filed March 28, 2025
 File No. 333-286224
Dear Stephen Silvestro:

 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 Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Melissa Murawsky
</TEXT>
</DOCUMENT>

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OptimizeRx
CorpORATION

December 10, 2018

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Mitchell Austin

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

    Re:

    OptimizeRx Corporation

Registration
Statement on Form S-3

File
No. 333-228357

Dear Mr. Austin:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, OptimizeRx Corporation (the “Company”) hereby requests acceleration of the effective date
of its Registration Statement on Form S-3 to 4:30 PM Eastern Standard Time on December 11, 2018, or as soon thereafter as is practicable.

Thank you for your assistance. Please call
with any questions.

    OptimizeRx Corp

    By:
    /s/ Doug Baker

    Doug Baker

    Chief Financial Officer

400 Water Street Suite 200

Rochester, MI, 48307- Phone: 248 651-6568

November 19, 2018
Doug Baker
Chief Financial Officer
OptimizeRx Corporation
400 Water Street, Suite 200
Rochester, MI 48307
Re:OptimizeRx Corp
Registration Statement on Form S-3
Filed November 13, 2018
File No. 333-228357
Dear Mr. Baker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 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 Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Scott Doney, Esq.

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OptimizeRx
Corp

June
6, 2018

THE
UNITED STATES SECURITIES

AND
EXCHANGE COMMISSION

Attn:
Edwin Kim

Division
of Corporation Finance

Mail
Stop 7010

100
F. Street NE

Washington,
D.C. 20549-7010

    Re:
    OptimizeRx
    Corp

    Registration Statement
    on Form S-1

    File No. 333-225095

Dear
Mr. Kim:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, OptimizeRx Corp (the “Company”) hereby requests acceleration
of the effective date of its Registration Statement on Form S-1 to 4:00 PM Eastern Standard Time on June 8, 2018, or as soon thereafter
as is practicable.

The
Company acknowledges the following:

 ● 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.

Thank
you for your assistance. Please call with any questions.

    OptimizeRx
    Corp

    By:
    /s/
    Doug Baker

    Doug Baker

    Chief Financial Officer

400
Water Street Suite 200

Rochester,
MI, 48307- Phone: 248 651-6568

May 29, 2018
William Febbo
Chief Executive Officer
OptimizeRx Corp.
400 Water Street, Suite 200
Rochester, MI 48307
Re:OptimizeRx Corp.
Registration Statement on Form S-1
Filed May 22, 2018
File No. 333-225095
Dear Mr. Febbo:
            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 Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Division of Corporation Finance
Office of Information Technologies
and Services

Mail Stop 4561
June 14, 2016

William J. Febbo
Chief Executive Officer
OptimizeRx Corp.
400 Water Street, Suite 200
Rochester, MI 48307

Re: OptimizeRx Corp.
  Registration Statement on Form S-1
Filed  June 6, 2016
  File No.  333-211862

Dear Mr. Febbo :

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

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company 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 wit h 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 th e 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.

William J. Febbo
OptimizeRx Corp.
June 14, 2016
Page 2

 Please refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities unde r the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact Ji Shin, Attorney -Advisor, at (202) 551 -3579, or me at (202) 551 -3453
with any other questio ns.

Sincerely,

 /s/ Jan Woo

Jan Woo
Branch Chief – Legal
Office of Information Technologies
and Services

cc: Scott Doney, Esq.
The Doney Law Firm

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OptimizeRx
Corp

June
14, 2016

THE
UNITED STATES SECURITIES

AND
EXCHANGE COMMISSION

Attn:
Jan Woo

Division
of Corporation Finance

Mail
Stop 7010

100
F. Street NE

Washington,
D.C. 20549-7010

    Re:
    OptimizeRx
    Corp

Registration
Statement on Form S-1

File
No. 333-203820

Dear
Ms. Woo:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, OptimizeRx Corp (the “Company”) hereby requests acceleration
of the effective date of its Registration Statement on Form S-1 (File No. 333-211862) to 4:00 PM Eastern Standard Time on June
17, 2016, or as soon thereafter as is practicable.

The
Company acknowledges the following:

 ● 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.

Thank
you for your assistance. Please call with any questions.

OptimizeRx
Corp

    By:
    /s/
    Doug Baker

    Doug
    Baker

    Chief
    Financial Officer

400
Water Street Suite 200

Rochester,
MI, 48307- Phone: 248 651-6568

Mailstop 4561
October 1, 2015

Douglas Baker
Chief Financial Officer
OptimizeRx Corporation
400 Water Street, Suite 200
Rochester, MI 48307

Re: OptimizeRx Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed March 31, 2015
File No. 000 -53605

Dear Mr. Baker :

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 u rge 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/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

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OptimizeRx
Corporation

400
Water Street, Suite 200

Rochester,
MI 48307

September
8, 2015

Via
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E. Mailstop 3561

Washington
D.C., 20549-7010

Attention:
Kathleen Collins

    Re:
    OptimizeRx Corporation

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

Filed
March 31, 2015

File
No. 000-53605

Dear
Ms. Collins:

I
write on behalf of OptimizeRx Corporation, (the “Company”) in response to Staff’s letter (the “Comment
Letter”) of September 2, 2015, by Kathleen Collins, Accounting Branch Chief, of the United States Securities and Exchange
Commission (the “Commission”) regarding the above-referenced Form 10-K filed by the Company on March 31, 2015.

Paragraph
numbering used for each response corresponds to the numbering used in the Comment Letter.

Item
8. Financial Statements and Supplementary Data

Reports
of Independent Registered Public Accounting Firms, pages F-1 and F-2

1.
The report of Silberstein Ungar, PLLC states that they did not audit the adjustments for the correction of errors in the fiscal
2013 financial statements as those adjustments were audited by the successor auditor, KLJ & Associates, LLP. However, KLJ
& Associates does not appear to have opined on the adjustments to the 2013 financial statements in their opinion dated March
30, 2015. Please amend the Form 10-K to include a revised report from KLJ & Associates that clearly states that they audited,
and are taking responsibility for, the adjustments to the December 31, 2013 financial statements. We refer you to the guidance
in Q5 of Adjustments to Prior-Period Financial Statements Audited by a Predecessor Auditor as issued by the PCOAB on June 9, 2006.
Also, tell us how KLJ & Associates considered Q4 of the same guidance in determining that a reaudit of the 2013 financial
statements was not necessary. We refer you also to AU Sections 315, 508 and 9508 for additional guidance.

In
response to this comment, the Company has enclosed a new audit report from KLJ & Associates, LLP. Having reviewed Q4 of Adjustments
to Prior-Period Financial Statements Audited by a Predecessor Auditor issued by the PCOAB on June 9, 2006, KLJ has informed the
Company that a reaudit of the 2013 financial statements was not necessary.

The
restatement relates to deferred revenue and revenue share payments. Three contracts that were billed in advance around June 2013
were incorrectly recognized as revenue at the time when a portion should have been deferred and recognized in 2014. The error
was discovered by me, the new CFO, as part of the preparation for fieldwork relating to the 2014 audit. KLJ requested that the
Company prepare a complete reconciliation schedule of deferred revenue as wells as revenue share payables. KLJ noted no other
adjustments. KLJ performed audit procedures relating to the restatement adjustment and the deferred revenue and revenue share
payable incorrectly recognized in 2013 was recognized in 2014 when earned and was tested as part of the revenue testing performed
as part of the 2014 audit.

The
next restatement items related to stock compensation. The issue related to a consulting contact that had been cancelled by the
Company in June 2014. The contract called for quarterly compensation paid in the Company’s common stock. The stock expense
should have been recognized in the applicable quarters instead of all at once in the June 30, 2014 financials. This appeared to
be isolated to the one contract since no other adjustments were noted when stock issue agreements were reviewed by KLJ as part
of the audit.

The
Company intends to file an amendment to its Form 10-K for the year ended December 31, 2014 upon resolution of the Comment Letter.

2.
Once the issues identified in comment 1 have been resolved please file a post-effective amendment to your registration statement
on Form S-1 (file number 333-203820) containing the revised report from KLJ & Associates.

In
response to this comment, the Company intends to comply with the Staff’s request and file a Post-Effective Amendment to
its Registration Statement on Form S-1 (File Number 333-203820) containing the revised report from KLJ & Associates, LLP upon
resolution of the Comment Letter.

In
responding to the Comment Letter, the Company acknowledges 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.

Sincerely,

    /s/
Douglas Baker

Douglas
Baker

Enclosure

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and

Stockholders
of OptimizeRx Corporation

We
have audited the accompanying consolidated balance sheet of OptimizeRx
Corporation as of December 31, 2014 and the related consolidated statements of operations,
stockholders’ equity, and cash flows for the year then ended. OptimizeRx Corporation’s management is responsible for
these consolidated financial statements. Our responsibility is to express an opinion on these financial statements based on our
audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated statements, assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of OptimizeRx Corporation as of December 31, 2014, the results of their operations, and their cash flows, for the year ended December
31, 2014, in conformity with accounting principles generally accepted in the United States of America.

We also
audited the adjustments described in Note 17 that were applied to restate the 2013 financial statements to correct an error. In
our opinion, such adjustments are appropriate and have been properly applied. We were not engage to audit, review or apply any
procedures to the 2013 financial statements of the Company other than with respect to the adjustments and, accordingly, we do
not express an opinion or any other form of assurance on the 2013 financial statements taken as a whole.

    /s/
                                         KLJ & Associates, LLP

    KLJ & Associates, LLP

    St.
    Louis Park, MN

    March
    30, 2015

September 2, 2015
Mailstop 4561

Doug las Baker
Chief Financial Officer
OptimizeRx Corporation
400 Water Street, Suite 200
Rochester, MI 48307

Re: OptimizeRx Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed March 31, 2015
File No. 000 -53605

Dear Mr. Baker:

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not b elieve our
comment applies to your facts and circumstances, please tell us why in your response.

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

Item 8. Financial Statements and Supplementary Data

Reports o f Independent Registered Public Accounting Firms, pages F-1 and F -2

1. The report of Silberstein Ungar, PLLC states that they did not audit the adjustments for
the correction of errors in the fiscal 2013 financial statements as those adjustments were
audited  by the successor auditor, KLJ & Associates, LLP.   However, KLJ & Associates
does not appear to have opined on the adjustments to the 2013 financial statements in
their opinion dated March 30, 2015.   Please amend the Form 10 -K to include a revised
report f rom KLJ & Associates that clearly states that they audited, and are taking
responsibility for, the adjustments to the December 31, 2013 financial statements.   We
refer you to the guidance in Q5 of Adjustments to Prior -Period Financial Statements
Audited by  a Predecessor Auditor as issued by the PCOAB on June 9, 2006.   Also, tell us
how KLJ & Associates considered Q4 of the same guidance in determining that a reaudit

Douglas Baker
OptimizeRx Corporation
September 2, 2015
Page 2

 of the 2013 financial statements was not necessary.   We refer you also to AU Sections
315, 5 08 and 9508 for additional guidance.

2. Once the issues identified in comment 1 have been resolved please file a post -effective
amendment to your registration statement on Form S -1 (file number 333 -203820)
containing the revis ed report from KLJ & Associates.

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 com pany 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 responding to our comment, please provide a written statement from the c ompany
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 Frank Knapp, Staff Accountant at (202) 551 -3805  if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202)
551-3499  with any other questions.

Sincerely,

 /s/ Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Serv ices

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OptimizeRx
Corp

June 12, 2015

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Jeff Kauten

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

    Re:
    OptimizeRx Corp

    Registration Statement on Form S-1

    File No. 333-203820

Dear Mr. Kauten:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, OptimizeRx Corp (the “Company”) hereby requests acceleration of the effective date of its Registration
Statement on Form S-1 to 4:00 PM Eastern Standard Time on June 16, 2015, or as soon thereafter as is practicable.

The Company acknowledges the following:

 ● 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.

Thank you for your assistance. Please call
with any questions.

OptimizeRx Corp

    By:
    /s/ Doug Baker

    Doug Baker

    Chief Financial Officer

400 Water Street Suite 200

Rochester, MI, 48307- Phone: 248 651-6568

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OptimizeRx Corp.

400 Water Street, Suite 200

Rochester, MI 48307

June 1, 2015

Via EDGAR

United States Securities and Exchange
Commission

100 F Street, N.E. Mailstop 3561

Washington D.C., 20549-7010

Attention: Matthew Crispino

    Re:
    OptimizeRx
    Corp.

    Registration
    Statement on Form S-1

    Filed
    May 4, 2015

    File
    No. 333-203820

Dear Mr. Crispino:

I write on behalf of OptimizeRx Corp.,
(the “Company”) in response to Staff’s letter of May 28, 2015, by Matthew Crispino, Staff Attorney, of the United
States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Registration Statement
on Form S-1, filed, (the Comment Letter”).

Paragraph numbering used for each response
corresponds to the numbering used in the Comment letter.

General

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

In response to this comment, the Company
included the March 31, 2015 quarterly financials.

2.
It appears that you are registering for resale shares of common stock to be issued upon the satisfaction of certain contingencies
specified in the advisory agreement with Merriman Capital, Inc. In order to register the resale of securities prior to their issuance,
the Section 4(2) exempt sale of the common stock to Merriman Capital, Inc. must have been completed, and Merriman Capital, Inc.
must be at market risk at the time of filing of the resale registration statement and irrevocably bound to purchase the securities
for a set purchase price. As such, please provide us with your analysis as to whether the transactions contemplated under the February
23, 2015 advisory agreement constitute a completed private placement and whether Merriman Capital, Inc. is irrevocably bound to
purchase the 105,000 shares of common stock. Please supplementally file a copy of the advisory agreement with your response.

In response to this comment, the Company
filed a copy of the Advisory Agreement. The Company amended the Registration Statement to reduce the shares registered under the
Advisory Agreement to 45,000 shares of common stock. The sale of these shares has been completed and Merriman bears the market
risk in connection with these shares.

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

In response to this comment, the Company
is combining prospectuses in reliance on Rule 429 under the Securities Act. The Company confirms that there are no other shares
outstanding under Registration Statement No. 333-195210 and provided the disclosure called for by Rule 429(b).

Selling
Shareholders, page 9

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

In response to this comment, the Company
has disclosed that the Selling Shareholders either received their securities as compensation in connection with investment banking
services provided in connection with the March 2014 Private Placement, or purchased the securities in the ordinary course of business
and represented their intention to acquire the securities for investment only and not with a view to or for sale in connection
with any distribution thereof.

Exhibit
5.1

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

In response to this comment, as stated
above, the 45,000 shares of common stock issued under the Advisory Agreement contain no contingencies. Counsel has updated the
opinion to reflect the new offering amount.

In addition, enclosed herewith please
find an acknowledgement letter from the Company.

Sincerely,

OptimizeRx Corp.

    /s/ Doug Baker

    Doug Baker

    Chief Financial Officer

Enclosure (Acknowledgment by the Company)

OPTIMIZERX CORP.

400
WATER STREET, SUITE 200

ROCHESTER,
MI 48307

Via EDGAR

June 1, 2015

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn:	Matthew Crispino

    Re:
    OptimizeRx Corp.

    Registration Statement on Form S-1

    Filed May 4, 2015

    File No. 333-203820

Dear Mr. Crispino:

In connection with the Company’s
response to the United States Securities and Exchange Commission’s (the “Commission”) comments in a letter dated
May 28, 2015 by Matthew Crispino, Staff Attorney. This correspondence shall serve as acknowledgment by the Company of the following:

    ·
    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.

OptimizeRx Corp.

    /s/
    Doug Baker

    By:
    Doug Baker

    Chief Financial Officer

May 28, 2015

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

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

Dear Mr. Harrell:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

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

General

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

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

David Harrell
OptimizeRx Corp.
May 28, 2015
Page 2

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

Selling Shareholders, page 9

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

Exhibit 5.1

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securiti es Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

 should the Commission or the staff, acting pursuant t o delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effect ive, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

David Harrell
OptimizeRx Corp.
May 28, 2015
Page 3

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for a cceleration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of  the
registration statement.

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

Sincerely,

/s/ Matthew Crispino

Matthew Crispino
Staff Attorney

cc:  Scott Doney, Esq.
The Doney Law Firm

CORRESP
1
filename1.htm

OptimizeRx
Corp

May 22, 2014

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Mark P. Shuman

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:  OptimizeRx Corp

Registration Statement on Form S-1

File No. 333-195210

Dear Mr. Shuman:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, OptimizeRx Corp (the “Company”) hereby requests acceleration of the effective date of its Registration
Statement on Form S-1 to 4:00 PM Eastern Standard Time on May 28, 2014, or as soon thereafter as is practicable.

The Company acknowledges the following:

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.

Thank you for your assistance. Please call
with any questions.

OptimizeRx Corp

By:

/s/ David Harrell

David Harrell

Chief Executive Officer

400 Water Street Suite 200

Rochester, MI, 48307- Phone: 248 651-6568

CORRESP
1
filename1.htm

OptimizeRx
Corp

May 22, 2014

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Mark P. Shuman

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:  OptimizeRx Corp

Registration Statement on Form S-1

File No. 333-195210

Dear Mr. Shuman:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, OptimizeRx Corp (the “Company”) hereby requests acceleration of the effective date of its Registration
Statement on Form S-1 to 4:00 PM Eastern Standard Time on May 27, 2014, or as soon thereafter as is practicable.

The Company acknowledges the following:

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.

Thank you for your assistance. Please call
with any questions.

OptimizeRx Corp

By:

/s/ David Harrell

David Harrell

Chief Executive Officer

400 Water Street Suite 200

Rochester, MI, 48307- Phone: 248 651-6568

May 8, 2014

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

Re: OptimizeRx Corp.
  Registration Statement on Form S-1
Filed  April 11, 2014
  File No.  333-195210

Dear Mr. Harrell:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where 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.

Prospectus Cover Page , page 2

1. You refer to yourself as an emerging growth company, but you had a Form S -1 declared
effective on February 12, 2009 and have been a reporting company since that time.  If
any sales of com mon equity were made pursuant to that registration statement on or
before December 8, 2011, you do not appear to qualify as an emerging growth company.
Please advise.  For additional guidance, please consider Question 2 of our JOBS Act
FAQs, available on our website at
http://www.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq -title-i-general.htm .

2. Please expand the cover page to clarify that 804,139 of the shares being offered are
issuable upon the exercise of warrants held by the two placement agents wh o participated
in your March 2014 private placement.  It appears you should file the warrant agreements
with the placement agents pursuant to Item 601(b)(10)(ii)(A) of Regulation S -K.

David Harrell
OptimizeRx Corp.
May 8, 2014
Page 2

 Part II

Item 17.  Undertakings, page 39

3. It appears you are required t o include the undertakings found in Item 512(a)(5)(ii) of
Regulation S -K.  Please revise or advise.

Signatures, page 40

4. Please revise to include the signature of your controller or principal accounting officer.
Please note that if a person signed your registration statement in more than once capacity,
each such capacity must be indicated.  See Instructions 1 and 2 to Signa tures of
Form S -1.

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant 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 fo r
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 refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting accelerati on are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequat e time  for us to review any amendment prior to the requested effective date of the
registration statement.

David Harrell
OptimizeRx Corp.
May 8, 2014
Page 3

 Please contact Mitchell Austin, Staff Attorney, at (202) 551 -3574  or me at (202) 551 -
3462  with any questions.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc: Via E -mail
 Scott Doney, Esq.
 Cane Clark, LLP

CORRESP
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    optimizerx_corresp-021109.htm

    OPTIMIZERX
CORPORATION

    407
SIXTH STREET

    ROCHESTER,
MI 48307

    February
12, 2009

    VIA FACSIMILE (202-772-9210)
AND EDGAR

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

    Attention:  David
Orlic, Special Counsel

    Re:         OptimizeRx
Corporation

    Registration Statement on Form
S-1

    File
No. 333-155280

    Ladies
and Gentlemen:

    We hereby withdraw our acceleration
letter dated February 11, 2009 and hereby replace such letter with this request.
Pursuant to Rule 461 of the General Rules and Regulations under the Securities
Act of 1933, as amended (the “Act”), OptimizeRX Corporation (the “Company”)
respectfully requests that the effective date of the registration statement
referred to above be accelerated so that it will become effective at 11:00 a.m.,
Eastern Time, Thursday, February 12, 2009 or as soon thereafter as
possible

    We hereby
acknowledge the following:

              ·

              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.

              OptimizeRX
      Corporation

                By:

              /s/
      David A Harrell

              Name:
              David
      A Harrell

              Title:
              Chief
      Executive Officer

CORRESP
1
filename1.htm

    optimizerx_corresp-021009.htm

    OPTIMIZERX
CORPORATION

    407 SIXTH
STREET

    ROCHESTER,
MI 48307

     February
11, 2009

    REVISED
RESPONSE LETTER

    United
States Securities and Exchange Commission

    100 F
Street. N.E.

    Washington
D.C. 20549

    Attn:
David Orlic, Special Counsel

    Re: OptimizeRX Corporation (the
“Company”)

    Amendment No. 2 to Registration
Statement on Form S-1

    Filed January 30, 2008

    File No. 333-455280

    Dear Mr.
Orlic,

    By letter
dated February 9, 2009, the staff of the Securities and Exchange Commission (the
“Staff”) issued comments on the Company’s amended Registration Statement on Form
S-1 (the “Registration Statement”).  Below are the Company’s responses
to the Staff’s comments.  For ease of reference, each response is
preceded by the Staff’s comment.

    General

    We note
your response to comment 2 of our letter dated January 13, 2009 and reissue in
part.  Given that you awarded stock options to Mr. Harrell during
2008, please provide the information required by the Instruction to Item 402
(n)(2)(vi) and by Item 402 (o)(4) of Regulation S-K in regard to the option
award.  Please also provide, pursuant to Item 402 (p), a table showing
Outstanding Equity Awards at Fiscal Year End for December 31, 2008 to reflect
Mr. Harrell’s award, or tell us why the table is not
required.  Finally, please update your Director’s compensation
discussion for the year ended December 31, 2008.

    Response:

    The
Company has amended its Registration Statement to reflect the above referenced
comments.

    The
Company acknowledges the following:

              ·

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

              ·

              Any
      changes to disclosure in response to the Commission’s comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

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

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

              Sincerely,

              /s/
      Dave Harrell

              Dave
      Harrell

              Chief
      Executive Officer

THIS
IS ADDED TO OUR MD&A

    Stock
Based Compensation

    Effective January 1,
2006, the Company adopted SFAS No. 123 (revised),
"Share-Based Payment" (SFAS 123(R)) utilizing the modified prospective approach.
Prior to the adoption of SFAS 123(R) we accounted for
stock option grant in accordance with APB Opinion No. 25,
“Accounting for Stock Issued to Employees," and
accordingly, recognized compensation expense for stock option grants
using the intrinsic value method.

    Under the
modified prospective approach, SFAS 123(R) applies to new awards and
to awards that were outstanding on January 1, 2006 that
are subsequently modified, repurchased or cancelled.  Under the
modified prospective approach, compensation cost recognized in
the first quarter of fiscal 2006 includes compensation cost for all
share-based payments granted prior to, but not yet vested as of January 1, 2006,
based on the grant-date fair value estimated in accordance with the
original  provisions of SFAS 123, and compensation cost for all
share-based payments granted subsequent  to January 1, 2006 based
on the grant-date fair value estimated in accordance with the
provisions of SFAS 123(R).  For all quarters after the first quarter of
fiscal 2006, compensation costs recognized will include compensation costs for
all share-based payments granted based on the grant date fair value estimated in
accordance with the provisions of SFAS 123(R).

    The fair
value of each option granted in 2008  is estimated on the date of
grant using the Black-Scholes option-pricing model with the following weighted
average assumptions: dividend yield of 0%, expected volatility of 150%,
risk-free interest rate of 2.59% and expected life of 60 months

    REVISED
TABLES

    EXECUTIVE COMPENSATION

    SUMMARY
COMPENSATION TABLE

    The
following table sets forth the aggregate cash compensation paid during the
fiscal years ended December 31, 200 8, 2007 and 2006 to our Chief Executive
Officer and our three most highly compensated executive officers other than our
Chief Executive Officer. Other than as listed below, the Company had no
executive officers whose total annual salary and bonus exceeded $100,000 for
that fiscal year

              Name
      and Principal Position

              Year

              Salary
      $

              Bonus
      $

              Stock

              Awards
      $

              Option

              Awards $

              Total
      $

              David
      Harrell

              2007

              $

              144,000

              $

              -0-

              $

              -0-

              $

              -0-

              $

              144,000

              President
      & Chief Executive Officer

              2006

              $

              111,000

              $

              -0-

              $

              -0-

              $

              -0-

              $

              111,000

              2008

              $

              144,000

              $

              -0-

              $

              -0-

              $

              91,000(1)

              $

              235,000

              James
      Vandeberg

              2007

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              Former
      Chief Executive Officer of RFID Ltd.

              2006

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              (1)

              Options
      to purchase 100,000 shares of Common Stock valued at $0.91 per share with
      an exercise price of $1.00 per share.  Please see our
      Management’s Discussion and Analysis for a discussion on the valuation of
      our options .

    Director
Compensation

              Name

              Fees
      Earned or Pain In Cash

              Stock

              Awards
      ($)

              Option

              Awards
      ($)

              Non-Equity
      Incentive Plan Compensation ($)

              Changes
      in Pension Value and Nonqualified Deferred Compensation
      Earnings($)

              All
      Other Compensation ($)

              Total
      ($)

              Terry
      Hamilton

            0

            0

            136,500
            (1)

            0

            0

            0

            136,500

              Thomas
      Majerowicz

            0

            0

            18,200
            (2)

            0

            0

            0

            18,200

              (1)

              Represents
      150,000 options to purchase common stock valued at $0.91 per share with an
      exercise price of $1.00 per share. 150,000 options were oustanding at
      the end of our fiscal 2008 year. Please see our Management’s
      Discussion and Analysis for a discussion on the valuation of our common
      stock.

              (2)

              Represents
      20,000 options to purchase common stock valued at $0.91 per share with an
      exercise price of $1.00 per share. 20,000 options were outstanding at the
      end of our fiscal 2008 year. Please see our Management’s Discussion and
      Analysis for a discussion on the valuation of our common
      stock.

    Employment
Agreements

    The
Company currently has no employment agreements with its executive
officers.

    OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END

                  Option
      Awards

                  Stock
      Awards

                  Name

                  Number
      of

                  Securities

                  Underlying

                  Unexercised

                  Options

                  (#)

                  Exercisable

                  Number

                  of

                  Securities

                  Underlying

                  Unexercised

                  Options

                  (#)

                  Unexercisable

                  Equity

                  Incentive

                  Plan
      Awards:

                  Number
      of

                  Securities

                  Underlying
      of

                  Unexercised

                  Unearned

                  Options

                  (#)

                  Option

                  Exercise

                  Price

                  ($)

                  Option

                  Expiration

                  Date

                  Number

                  of
      Shares

                  or
      Units

                  of
      Stock

                  That

                  Have
      Not

                  Vested

                  (#)

                  Market

                  Value
      of

                  Shares
      or

                  Units
      of

                  Stock
      That

                  Have
      Not

                  Vested

                  ($)

                  Equity

                  Incentive

                  Plan
      Awards:

                  Number
      of

                  Unearned

                  Shares,

                  Units
      or

                  Other

                  Rights
      That

                  Have
      Not

                  Vested

                  (#)

                  Equity

                  Incentive

                  Plan
      Awards:

                  Market
      or

                  Payout

                  Value
      of

                  Unearned

                  Shares,

                  Units
      or

                  Other

                  Rights
      That

                  Have
      Not

                  Vested

                  ($)

                  David
      Harrell

                  100,000
      (1)

                  0

                  0

                  $1.00

                  March
      5, 2013

                  0

                  0

                  0

                  0

                  Terry
      Hamilton

                  150,000
      (1)

                  0

                  0

                  $1.00

                  March
      5, 2013

                  0

                  0

                  0

                  0

                  Vernon
      Hartman

                  50,000
      (1)

                  0

                  0

                  $1.00

                  March
      5, 2013

                  0

                  0

                  0

                  0

                  Andrew
      Dahl

                  20,000
      (1)

                  0

                  0

                  $1.00

                  March
      5, 2013

                  0

                  0

                  0

                  0

                Jay
      Pinney, MD

                  25,000
      (1)

                  0

                  0

                  $1.00

                  March
      5, 2013

                  0

                  0

                  0

                  0

                  Thomas
      Majerowicz

                  20,000
      (1)

                  0

                  0

                  $1.00

                  March
      5, 2013

                  0

                  0

                  0

                  0

                (1)

                These
      options fully vested on the date of
grant.

CORRESP
1
filename1.htm

    optimizerx_corresp-021109.htm

    OPTIMIZERX
CORPORATION

    407
SIXTH STREET

    ROCHESTER,
MI 48307

    February
11, 2009

    VIA FACSIMILE (202-772-9210)
AND EDGAR

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

    Attention:  David
Orlic, Special Counsel

    Re:         OptimizeRx
Corporation

    Registration Statement on Form
S-1

    File
No. 333-155280

    Ladies
and Gentlemen:

    Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
OptimizeRX Corporation (the “Company”)
respectfully requests that the effective date of the registration statement
referred to above be accelerated so that it will become effective at 4:00pam,
Eastern Time, Thursday, February 11, 2009 or as soon thereafter as
possible

    We hereby
acknowledge the following:

              ·

              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.

              OptimizeRX
      Corporation

                By:

              /s/
      David A Harrell

              Name:
              David
      A Harrell

              Title:
              Chief
      Executive Officer

CORRESP
1
filename1.htm

    optimizerx_corresp-021009.htm

    OPTIMIZERX
CORPORATION

    407 SIXTH
STREET

    ROCHESTER,
MI 48307

     February
10, 2009

    REVISED
RESPONSE LETTER

    United
States Securities and Exchange Commission

    100 F
Street. N.E.

    Washington
D.C. 20549

    Attn:
David Orlic, Special Counsel

    Re: OptimizeRX Corporation (the
“Company”)

    Amendment No. 2 to Registration
Statement on Form S-1

    Filed January 30, 2008

    File No. 333-455280

    Dear Mr.
Orlic,

    By letter
dated February 9, 2009, the staff of the Securities and Exchange Commission (the
“Staff”) issued comments on the Company’s amended Registration Statement on Form
S-1 (the “Registration Statement”).  Below are the Company’s responses
to the Staff’s comments.  For ease of reference, each response is
preceded by the Staff’s comment.

    General

    We note
your response to comment 2 of our letter dated January 13, 2009 and reissue in
part.  Given that you awarded stock options to Mr. Harrell during
2008, please provide the information required by the Instruction to Item 402
(n)(2)(vi) and by Item 402 (o)(4) of Regulation S-K in regard to the option
award.  Please also provide, pursuant to Item 402 (p), a table showing
Outstanding Equity Awards at Fiscal Year End for December 31, 2008 to reflect
Mr. Harrell’s award, or tell us why the table is not
required.  Finally, please update your Director’s compensation
discussion for the year ended December 31, 2008.

    Response:

    The
Company has amended its Registration Statement to reflect the above referenced
comments.

    The
Company acknowledges the following:

              ·

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

              ·

              Any
      changes to disclosure in response to the Commission’s comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

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

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

              Sincerely,

              /s/
      Dave Harrell

              Dave
      Harrell

              Chief
      Executive Officer

THIS
IS ADDED TO OUR MD&A

    Stock
Based Compensation

    Effective January 1,
2006, the Company adopted SFAS No. 123 (revised),
"Share-Based Payment" (SFAS 123(R)) utilizing the modified prospective approach.
Prior to the adoption of SFAS 123(R) we accounted for
stock option grant in accordance with APB Opinion No. 25,
“Accounting for Stock Issued to Employees," and
accordingly, recognized compensation expense for stock option grants
using the intrinsic value method.

    Under the
modified prospective approach, SFAS 123(R) applies to new awards and
to awards that were outstanding on January 1, 2006 that
are subsequently modified, repurchased or cancelled.  Under the
modified prospective approach, compensation cost recognized in
the first quarter of fiscal 2006 includes compensation cost for all
share-based payments granted prior to, but not yet vested as of January 1, 2006,
based on the grant-date fair value estimated in accordance with the
original  provisions of SFAS 123, and compensation cost for all
share-based payments granted subsequent  to January 1, 2006 based
on the grant-date fair value estimated in accordance with the
provisions of SFAS 123(R).  For all quarters after the first quarter of
fiscal 2006, compensation costs recognized will include compensation costs for
all share-based payments granted based on the grant date fair value estimated in
accordance with the provisions of SFAS 123(R).

    The fair
value of each option granted in 2008  is estimated on the date of
grant using the Black-Scholes option-pricing model with the following weighted
average assumptions: dividend yield of 0%, expected volatility of 150%,
risk-free interest rate of 2.59% and expected life of 60 months

    REVISED
TABLES

    EXECUTIVE COMPENSATION

    SUMMARY
COMPENSATION TABLE

    The
following table sets forth the aggregate cash compensation paid during the
fiscal years ended December 31, 200 8, 2007 and 2006 to our Chief Executive
Officer and our three most highly compensated executive officers other than our
Chief Executive Officer. Other than as listed below, the Company had no
executive officers whose total annual salary and bonus exceeded $100,000 for
that fiscal year

              Name
      and Principal Position

              Year

              Salary
      $

              Bonus
      $

              Stock

              Awards
      $

              Option

              Awards $

              Total
      $

              David
      Harrell

              2007

              $

              144,000

              $

              -0-

              $

              -0-

              $

              -0-

              $

              144,000

              President
      & Chief Executive Officer

              2006

              $

              111,000

              $

              -0-

              $

              -0-

              $

              -0-

              $

              111,000

              2008

              $

              144,000

              $

              -0-

              $

              -0-

              $

              91,000(1)

              $

              235,000

              James
      Vandeberg

              2007

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              Former
      Chief Executive Officer of RFID Ltd.

              2006

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              (1)

              Options
      to purchase 100,000 shares of Common Stock valued at $0.91 per share with
      an exercise price of $1.00 per share.  Please see our
      Management’s Discussion and Analysis for a discussion on the valuation of
      our options .

    Director
Compensation

              Name

              Fees
      Earned or Pain In Cash

              Stock

              Awards
      ($)

              Option

              Awards
      ($)

              Non-Equity
      Incentive Plan Compensation ($)

              Changes
      in Pension Value and Nonqualified Deferred Compensation
      Earnings($)

              All
      Other Compensation ($)

              Total
      ($)

              Terry
      Hamilton

            0

            0

            150,000
            (1)

            0

            0

            0

            150,000

              Thomas
      Majerowicz

            0

            0

            20,000
            (1)

            0

            0

            0

            20,000

              (1)

              Represents
      options to purchase common stock valued at $0.91 per share with an
      exercise price of $1.00 per share.  Please see our Management’s
      Discussion and Analysis for a discussion on the valuation of our common
      stock.

    Employment
Agreements

    The
Company currently has no employment agreements with its executive
officers.

    OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END

              Option
      Awards

              Stock
      Awards

              Name

              Number
      of

              Securities

              Underlying

              Unexercised

              Options

              (#)

              Exercisable

              Number
      of

              Securities

              Underlying

              Unexercised

              Options

              (#)

              Unexercisable

              Equity

              Incentive

              Plan
      Awards:

              Number
      of

              Securities

              Underlying
      of

              Unexercised

              Unearned

              Options

              (#)

              Option

              Exercise

              Price

              ($)

              Option

              Expiration

              Date

              Number

              of
      Shares

              or
      Units

              of
      Stock

              That

              Have
      Not

              Vested

              (#)

              Market

              Value
      of

              Shares

              or
      Units

              of
      Stock

              That

              Have
      Not

              Vested

              ($)

              Equity

              Incentive

              Plan
      Awards:

              Number
      of

              Unearned

              Shares,

              Units
      or
      Other

              Rights
      That

              Have
      Not

              Vested

              (#)

              Equity

              Incentive

              Plan
      Awards:

              Market
      or

              Payout

              Value
      of

              Unearned

              Shares,

              Units
      or Other

              Rights
      That

              Have
      Not

              Vested

              ($)

              David
      Harrell

              100,000

              0

              0

              $1.00

              March
      5, 2013

              0

              0

              0

              0

              Terry
      Hamilton

              150,000

              0

              0

              $1.00

              March
      5, 2013

              0

              0

              0

              0

              Vernon
      Hartman

              50,000

              0

              0

              $1.00

              March
      5, 2013

              0

              0

              0

              0

              Andrew
      Dahl

              20,000

              0

              0

              $1.00

              March
      5, 2013

              0

              0

              0

              0

CORRESP
1
filename1.htm

    optimizerx_corresp-021009.htm

    OPTIMIZERX
CORPORATION

    407 SIXTH
STREET

    ROCHESTER,
MI 48307

     February
10, 2009

    United
States Securities and Exchange Commission

    100 F
Street. N.E.

    Washington
D.C. 20549

    Attn:
David Orlic, Special Counsel

    Re: OptimizeRX Corporation (the
“Company”)

    Amendment No. 2 to Registration
Statement on Form S-1

    Filed January 30, 2008

    File No. 333-455280

    Dear Mr.
Orlic,

    By letter
dated February 9, 2009, the staff of the Securities and Exchange Commission (the
“Staff”) issued comments on the Company’s amended Registration Statement on Form
S-1 (the “Registration Statement”).  Below are the Company’s responses
to the Staff’s comments.  For ease of reference, each response is
preceded by the Staff’s comment.

    General

    We note
your response to comment 2 of our letter dated January 13, 2009 and reissue in
part.  Given that you awarded stock options to Mr. Harrell during
2008, please provide the information required by the Instruction to Item 402
(n)(2)(vi) and by Item 402 (o)(4) of Regulation S-K in regard to the option
award.  Please also provide, pursuant to Item 402 (p), a table showing
Outstanding Equity Awards at Fiscal Year End for December 31, 2008 to reflect
Mr. Harrell’s award, or tell us why the table is not
required.  Finally, please update your Director’s compensation
discussion for the year ended December 31, 2008.

    Response:

    The
Company has amended its Registration Statement to reflect the above referenced
comments.

    The
Company acknowledges the following:

              ·

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

              ·

              Any
      changes to disclosure in response to the Commission’s comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

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

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

              Sincerely,

              /s/
      Dave Harrell

              Dave
      Harrell

              Chief
      Executive Officer

THIS
IS ADDED TO OUR MD&A

    Stock
Based Compensation

    Effective January 1,
2006, the Company adopted SFAS No. 123 (revised),
"Share-Based Payment" (SFAS 123(R)) utilizing the modified prospective approach.
Prior to the adoption of SFAS 123(R) we accounted for
stock option grant in accordance with APB Opinion No. 25,
“Accounting for Stock Issued to Employees," and
accordingly, recognized compensation expense for stock option grants
using the intrinsic value method.

    Under the
modified prospective approach, SFAS 123(R) applies to new awards and
to awards that were outstanding on January 1, 2006 that
are subsequently modified, repurchased or cancelled.  Under the
modified prospective approach, compensation cost recognized in
the first quarter of fiscal 2006 includes compensation cost for all
share-based payments granted prior to, but not yet vested as of January 1, 2006,
based on the grant-date fair value estimated in accordance with the
original  provisions of SFAS 123, and compensation cost for all
share-based payments granted subsequent  to January 1, 2006 based
on the grant-date fair value estimated in accordance with the
provisions of SFAS 123(R).  For all quarters after the first quarter of
fiscal 2006, compensation costs recognized will include compensation costs for
all share-based payments granted based on the grant date fair value estimated in
accordance with the provisions of SFAS 123(R).

    The fair
value of each option granted in 2008  is estimated on the date of
grant using the Black-Scholes option-pricing model with the following weighted
average assumptions: dividend yield of 0%, expected volatility of 150%,
risk-free interest rate of 2.59% and expected life of 60 months

    REVISED
TABLES

    EXECUTIVE COMPENSATION

    SUMMARY
COMPENSATION TABLE

    The
following table sets forth the aggregate cash compensation paid during the
fiscal years ended December 31, 200 8, 2007 and 2006 to our Chief Executive
Officer and our three most highly compensated executive officers other than our
Chief Executive Officer. Other than as listed below, the Company had no
executive officers whose total annual salary and bonus exceeded $100,000 for
that fiscal year

              Name
      and Principal Position

              Year

              Salary
      $

              Bonus
      $

              Stock

              Awards
      $

              Option

              Awards $

              Total
      $

              David
      Harrell

              2007

              $

              144,000

              $

              -0-

              $

              -0-

              $

              -0-

              $

              144,000

              President
      & Chief Executive Officer

              2006

              $

              111,000

              $

              -0-

              $

              -0-

              $

              -0-

              $

              111,000

              2008

              $

              144,000

              $

              -0-

              $

              -0-

              $

              580,815(1)

              $

              724,815

              James
      Vandeberg

              2007

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              Former
      Chief Executive Officer of RFID Ltd.

              2006

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              $

              -0-

              (1)

              Options
      to purchase 100,000 shares of Common Stock valued at $5.8081 per share
      with an exercise price of $1.00 per share.  Please see our
      Management’s Discussion and Analysis for a discussion on the valuation of
      our options .

    Director
Compensation

              Name

              Fees
      Earned or Pain In Cash

              Stock

              Awards
      ($)

              Option

              Awards
      ($)

              Non-Equity
      Incentive Plan Compensation ($)

              Changes
      in Pension Value and Nonqualified Deferred Compensation
      Earnings($)

              All
      Other Compensation ($)

              Total
      ($)

              Terry
      Hamilton

            0

            0

            150,000
            (1)

            0

            0

            0

            150,000

              Thomas
      Majerowicz

            0

            0

            20,000
            (1)

            0

            0

            0

            20,000

              (1)

              Represents
      options to purchase common stock valued at $5.8081 per share with an
      exercise price of $1.00 per share.  Please see our Management’s
      Discussion and Analysis for a discussion on the valuation of our common
      stock.

    Employment
Agreements

    The
Company currently has no employment agreements with its executive
officers.

    OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END

              Option
      Awards

              Stock
      Awards

              Name

              Number
      of

              Securities

              Underlying

              Unexercised

              Options

              (#)

              Exercisable

              Number
      of

              Securities

              Underlying

              Unexercised

              Options

              (#)

              Unexercisable

              Equity

              Incentive

              Plan
      Awards:

              Number
      of

              Securities

              Underlying
      of

              Unexercised

              Unearned

              Options

              (#)

              Option

              Exercise

              Price

              ($)

              Option

              Expiration

              Date

              Number

              of
      Shares

              or
      Units

              of
      Stock

              That

              Have
      Not

              Vested

              (#)

              Market

              Value
      of

              Shares

              or
      Units

              of
      Stock

              That

              Have
      Not

              Vested

              ($)

              Equity

              Incentive

              Plan
      Awards:

              Number
      of

              Unearned

              Shares,

              Units
      or
      Other

              Rights
      That

              Have
      Not

              Vested

              (#)

              Equity

              Incentive

              Plan
      Awards:

              Market
      or

              Payout

              Value
      of

              Unearned

              Shares,

              Units
      or Other

              Rights
      That

              Have
      Not

              Vested

              ($)

              David
      Harrell

              100,000

              0

              0

              $1.00

              March
      5, 2013

              0

              0

              0

              0

              Terry
      Hamilton

              150,000

              0

              0

              $1.00

              March
      5, 2013

              0

              0

              0

              0

              Vernon
      Hartman

              50,000

              0

              0

              $1.00

              March
      5, 2013

              0

              0

              0

              0

              Andrew
      Dahl

              20,000

              0

              0

              $1.00

              March
      5, 2013

              0

              0

              0

              0

Mail Stop 4561
February 8, 2009

Via U.S. mail and facsimile
Mr. David A. Harrell Chief Executive Officer
OptimizeRx Corporation 407 Sixth Street Rochester, MI 48307
 Re:  OptimizeRx Corporation
  Amendment No. 2 to Registra tion Statement on Form S-1
  Filed January 30, 2009
  File No. 333-155280

Dear Mr. Harrell:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  General

 1. We note your response to comment 2 of  our letter dated January 13, 2009 and
reissue it in part.  Given that you awarded stock opti ons to Mr. Harrell during
2008, please provide the information required by the Instruction to
Item 402(n)(2)(vi) and by Item 402(o)(4) of Regulation S-K in regard to the
option award.  Please also provide, pursu ant to Item 402(p), a table showing
Outstanding Equity Awards at Fiscal Year-End for December 31, 2008 to reflect Mr. Harrell’s award, or tell us why the tabl e is not required.  Finally please update
your Director’s compensation discussion for the year ended December 31, 2008.

*     *     *     *     *

As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

Mr. David A. Harrell
OptimizeRx Corporation February 8, 2009 Page 2

Please contact Donna Levy at (202) 551-3292 or, in her absence, me at (202) 551-
3503 with any questions.  If you thereafter requi re additional assistance, you may contact
the Assistant Director, Barb ara C. Jacobs, at 202-551-3730.

Sincerely,

David L. Orlic Special Counsel
  cc: Tara Guarneri, Esq. (via facsimile—212-930-9725)
D. Levy

CORRESP
1
filename1.htm

    optimizerx_corresp-013009.htm

    OPTIMIZERX
CORPORATION

    407 SIXTH
STREET

    ROCHESTER,
MI 48307

    January
30, 2009

    United
States Securities and Exchange Commission

    100 F
Street. N.E.

    Washington
D.C. 20549

    Attn:
David Orlic, Special Counsel

    Re:
OptimizeRX Corporation (the “Company”)

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

    Filed
December 31, 2008

    File
No. 333-455280

    Dear Mr.
Orlic,

    By letter
dated January 13, 2009, the staff of the Securities and Exchange Commission (the
“Staff”) issued comments on the Company’s amended Registration Statement on Form
S-1 (the “Registration Statement”).  Below are the Company’s responses
to the Staff’s comments.  For ease of reference, each response is
preceded by the Staff’s comment.

    General

              1.

              We
      note your response to our prior comment 1 and reissue it in
      part.  Please provide financial statements for the comparable
      2007 interim period (nine months ended 9/30/07), including a balance sheet
      as of the end of the preceding fiscal year (12/31/07) which should appear
      next to the interims for comparative purposes.  Refer to Rule
      8-03 of Regulation S-X.

    Response:

    The
Company has revised its interim financial statements in accordance with Comment
1.

              2.

              Please
      update your disclosure in the Executive Compensation section for your 2008
      fiscal year.

    Response:

    The
Company has updated its disclosure in the Executive Compensation section for the
2008 fiscal year.

    Cover Page of the
Prospectus

              3.

              We
      note your response to our prior comment 3.  It appears that the
      trading in your stock on the pink sheets is limited and sporadic, and as
      such does not constitute an established public trading
      market.  Refer to Item 201 (a)(1)(i) of Regulation
      S-K.  As such you need to provide a price or formula for
      determining the price at which the stock will be sold by the selling
      shareholder, or else provide us, as previously requested, with your
      analysis as to why the trading in your stock constitutes an established
      public trading market.

    Response:

    The
Company has revised its disclosure to provide a fixed price at which the stock
will be sold by the selling shareholder.

    Risk
Factors

    Risk Factors Related to Our
Stock

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

              4.

              We
      note your response to our prior comment 4 and reissue it in
      part.  It does not appear that you revised the disclosure in
      this risk factor to include the stock issuable upon exercise of the
      warrants issued to the finder in the September 2008 private
      placement.  Please
advise.

    Response:

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

    September 8, 2008 Private
Placement, page 20

              5.

              We
      note your response to our prior comment 8 and reissue it.  It
      does not appear that you revised the disclosure in response to our prior
      comment, and that language is missing in the third sentence in the
      paragraph following the two bullets on page 20.  Please
      advise.

    Response:

    The
Company has amended the Registration Statement to include missing language
referenced in the above Comment 5.

    Market Price of and
Dividends on Common Equity and Related Stockholders
Matters.  p.31

              6.

              As
      applicable, please qualify your references to the market prices by
      appropriate explanation regarding the absence of an established public
      trading market.  Refer to Item 201(a)(1)(iii) of Regulation
      S-K.  In addition, update your disclosure to include the high
      and low prices for the fourth quarter of 2008, and the closing price to a
      date more recent than November 5,
2008.

    Response:

    The
Company has revised the disclosure referenced in Comment 6
accordingly

    Management’s Discussion and
Analysis of or Plan of Operation

    Nine Months Ended September
30, 2008

    Liquidity and Capital
Resources, p.33

              7.

              We
      note your response to our prior comment 10 and reissue it in
      part.  Quantify the amount of funds that you  are
      using on a monthly basis and quantify by how much you expect this amount
      to vary in the next 12 months.

    Response:

    The
Company has revised the above referenced disclosure.

    Transactions with Related
Persons, Promoters and Certain Control Person, p. 39

              8.

              We
      note your response to our prior comment 13 and your statement that Ms.
      Pinella owns more than 5% of the stock.  However, she does not
      appear on the beneficial ownership table.  Please
      advise.

    Response:

    The
Company has revised its disclosure to include Ms. Pinella in the beneficial
ownership table.

    Signatures

              9.

              We
      note your response to our prior comment 15 and reissue it in
      part.  The Form S-1 must be signed by your Principal Financial
      Officer or a person performing similar functions.  With your
      next amendment, please provide the signature of the CFO or designate who
      is signing in the capacity of CFO.

    Response:

    The
Company has revised the signature blocks accordingly.

    The
Company acknowledges the following:

              ●

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

              ●

              Any
      changes to disclosure in response to the Commission’s comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ●

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

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

            Sincerely,

            /s/ Dave
      Harrell

            Dave
      Harrell

            Chief Executive
      Officer

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

       DIVISION OF
CORPORATION FINANCE
  Mail Stop 3628
January 13, 2009

Via U.S. mail and facsimile
Mr. David A. Harrell
Chief Executive Officer OptimizeRx Corporation 407 Sixth Street Rochester, MI 48307

 Re:  OptimizeRx Corporation
  Amendment No. 1 to Registra tion Statement on Form S-1
  Filed December 31, 2009   File No. 333-155280
 Dear Mr. Harrell:
 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.

General

1. We note your response to our prior comment  1 and reissue it in part.  Please
provide financial statements for the co mparable 2007 interim period (nine months
ended 9/30/07),  including a balance sheet as of the end of the preceding fiscal
year (12/31/07) which should appear ne xt to the interims for comparative
purposes. Refer to Rule 8-03 of Regulation S-X.

2. Please update your disclosure in the Ex ecutive Compensation section for your
2008 fiscal year.

Cover Page of Prospectus

3. We note your response to our prior comment 3.  It appears that the trading in your
stock on the pink sheets is limited and sporadic, and as such does not constitute an
established public trading mark et.  Refer to Item 201(a)(1)( i) of Regulation S-K.
As such you need to provide a price, or  formula for determining the price, at
which the stock will be sold by the selling shareholder, or else provide us, as previously requested, with your analysis  as to why the trading in your stock
constitutes an established public trading market.

Mr. David A. Harrell
OptimizeRx Corporation
January 13, 2009
Page 2
 Risk Factors

 Risk Factors Related to Our Stock

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

4. We note your response to our prior comment 4 and reissue it in part.  It does not
appear that you revised the disclosure in this risk factor to  include the stock
issuable upon exercise of the warrants issued to the finder in the September 2008
private placement.  Please advise.
 September 8, 2008 Private Placement, page 20

5. We note your response to our prior comment 8 and reissue it.  It does not appear
that you revised the disclosure in re sponse to our prior comment, and that
language is missing in the third senten ce in the paragraph following the two
bullets on page 20.  Please advise.
 Market Price of and Dividends on Common Equity and Related Stockholders Matters,
page 31

6. As applicable, please qualif y your references to the market prices by appropriate
explanation regarding the ab sence of an established public trading market.  Refer
to Item 201(a)(1)(iii) of Regulation S-K.   In addition, update your disclosure to
include the high and low prices for the fourth quarter of 2008, and the closing
price to a date more recent than November 5, 2008.
Management’s Discussion and Analys is of or Plan of Operation

Nine Months Ended September 30, 2008

Liquidity and Capital Resources, page 33

7. We note your response to our prior comment  10 and reissue it in part. Quantify
the amount of funds that you are using on a monthly basis and quantify by how
much you expect this amount to  vary in the next 12 months.

Transactions with Related Persons, Promot ers and Certain Control Persons, page 39

8. We note your response to our prior comment 13 and your statement that Ms. Pinella owns more than 5% of the stock.  However, she does not appear on
the beneficial ownership table.  Please advise.

Mr. David A. Harrell
OptimizeRx Corporation January 13, 2009
Page 3
 Signatures

9. We note your response to our prior comme nt 15 and reissue it in part.  The
Form S-1 must be signed by your Prin cipal Financial Officer or a person
performing similar functions.  With your next amendment, please provide the signature of the CFO or designate who is signing in the capacity of CFO.

Closing Comments

 As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

Please contact Donna Levy at (202) 551-3292 or, in her absence, me at (202) 551-
3503 with any questions.  If you thereafter requi re additional assistance, you may contact
the Assistant Director, Barb ara C. Jacobs, at 202-551-3730.

Sincerely,

 David L. Orlic Special Counsel

  cc: Darrin Ocasio, Esq. (v ia facsimile—212-930-9725)
  D. Levy

CORRESP
1
filename1.htm

    optimizerx_corresp-122308.htm

    OPTIMIZERX
CORPORATION

    407 SIXTH
STREET

    ROCHESTER,
MI 48307

    December
31, 2008

    United
States Securities and Exchange Commission

    100 F
Street. N.E.

    Washington
D.C. 20549

    Attn:
David Orlic, Special Counsel

                Re:
      OptimizeRX Corporation (the “Company”)

                Registration
      Statement on Form S-1

                Filed
      November 12, 2008

                File
      No. 333-455280

    Dear Mr.
Orlic,

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

    General

              1.

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

    Response:

    The
Company has updated its interim financial statements.

    Cover Page of Registration
Statement

    Fee
Table

              2.

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

    Response:

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

Cover Page of the
Prospectus

              3.

              We
      note your statement that the offering price may be the market price
      prevailing at the time of sale or a privately negotiated price. We also
      note your statement on page 18 that you have proposed a selling price of
      $4.05 per share. Please clarify your disclosure. If your selling
      shareholder will be selling at a fixed price or price range, please
      include that fixed puce or price range on the cover page of your
      prospectus. Conforming changes will be required elsewhere in the document,
      if your selling shareholder will not be selling at a fixed price or price
      range, please advise us of your basis for omitting pricing information.
      Item 501(b) (3) of Regulation S-K and Schedule A, paragraph 16, of the
      Securities Act of 1933 generally require inclusion of pricing information
      in your prospectus.

    Response:

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

    Risk
Factors

    Risk Factors Related to Our
Stock

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

              4.

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

    Response:

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

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

              5.

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

    Response:

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

    September 8, 2008 Private
Placement, page 20

              6.

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

    Response:

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

              7.

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

    Response:

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

              8.

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

    Response:

    The
Company has revised the above referenced disclosure.

              9.

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

    Response:

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

    Management’s Discussion and
Analysis of or Plan of Operation

    Six Months Ended June 30.
200S

    Liquidity and Capital
Resources, page 32

              10.

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

    Response:

    The
Company has revised the Registration Statement to discuss the extent to which
the Company is currently using funds in its Operations on a monthly basis, and
has indicated whether the expected rate at which capital is used in operations
over the 12 month period will vary from that amount by how much and
why.

    Years ended December 31,
2007 and 2006

    Liquidity and Capital
Resources, page 32

              11.

              Discuss
      your historical sources of liquidity. We note your discussion of sales of
      common stock beginning October 2007 through September 2008 discussed on
      page II-1.

    Response:

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

    Security Ownership of
Certain Beneficial Owners and Management, page 36

              12.

              Ensure
      that you have provided all of the information required by item 403 of
      Regulation S-K. We note that Vicis Capital Master Fund is not included on
      this table. Please advise.

    Response:

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

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

              13.

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

    Response:

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

    Information Not Required in
Prospectus

    Indemnification of Directors
and Officers. page II-1

              14.

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

    Response:

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

    Signatures

              15.

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

    Response:

    The
Company has revised the signature blocks accordingly.

    The
Company acknowledges the following:

              ·

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

              ·

              Any
      changes to disclosure in response to the Commission’s comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

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

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

              Sincerely,

              /s/
      Dave Harrell

              Dave
      Harrell

              Chief
      Executive Officer

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

Dear Mr. Harrell:
 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

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

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

 Fee Table

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

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

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

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

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

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

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

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

Six Months Ended June 30, 2008

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

Years ended December 31, 2007 and 2006

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

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

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

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

 Indemnification of Director s and Officers, page II-1

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

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

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

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

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

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

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

Sincerely,

 David Orlic Special Counsel

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

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