PROSPECTUS                                Filed Pursuant to Rule 424(b)(3)
                                          File No. 333-117153
____________________________________________________________________________




                        ODYSSEY MARINE EXPLORATION, INC.


                        14,930,034 Shares of Common Stock


     Certain selling shareholders are offering the shares of common stock.



     The common stock is traded on the American Stock Exchange (Symbol: OMR).
On August 19, 2004, the closing price of the common stock was $2.05.



     This investment involves a high degree of risk.  You should purchase
shares only if you can afford a complete loss.  See "Risk Factors" beginning
on page 5.



     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete.  Any representation to the contrary
is a criminal offense.







                               August 19, 2004

















                              TABLE OF CONTENTS

                                                                  PAGE

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . .   3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . .   3

COMPANY SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . .   5

RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . .   5

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . .   7

RECENT MATERIAL CHANGES IN OUR BUSINESS . . . . . . . . . . . . .   7

SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . .   7

PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . .  13

DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . .  14

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . .  16

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

































                                     2



                          AVAILABLE INFORMATION

     We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended, and in accordance therewith file reports and other
information with the Securities and Exchange Commission.  Such reports and
other information filed by us can be inspected and copied at the public
reference facilities of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549.  Requests for copies should be
directed to the Commission's Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549.  Please call the Commission at
1-800-SEC-0330 for more information on the public reference rooms.  The
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants,
including us, that file electronically.

     We have filed with the Commission a Registration Statement on Form S-3
(together with all exhibits, amendments and supplements, the "Registration
Statement") of which this prospectus constitutes a part, under the Securities
Act of 1933, as amended (the "Securities Act").  This prospectus does not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules of the
Commission.  For further information pertaining to us, reference is made to
the Registration Statement.  Statements contained in this prospectus or any
document incorporated herein by reference concerning the provisions of
documents are necessarily summaries of such documents, and each such statement
is qualified in its entirety by reference to the copy of the applicable
document filed with the Commission.  Copies of the Registration Statement are
on file at the offices of the Commission, and may be inspected without charge
at the offices of the Commission, the addresses of which are set forth above,
and copies may be obtained from the Commission at prescribed rates.  The
Registration Statement has been filed electronically through the Commission's
Electronic Data Gathering, Analysis and Retrieval System and may be obtained
through the Commission's Web site (http://www.sec.gov).

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents that we have filed with the Commission shall be
deemed to be incorporated in this prospectus and to be a part hereof from the
date of the filing of such documents:

1.   Annual Report on Form 10-KSB for the fiscal year ended February 29, 2004
     (SEC File No. 1-31895).

2.   Current Report on Form 8-K, dated May 26, 2004 (SEC File No. 1-31895).

3.   Current Report on Form 8-K, dated June 24, 2004 (SEC File No 1-31895).

4.   Quarterly Report on Form 10-QSB for the quarter ended May 31, 2004
     (SEC File No. 1-31895).

5.   Current Report on Form 8-K, dated July 23, 2004 (SEC File No. 1-31895).

6.   The description of our common stock contained in our Registration
     Statement on Form 8-K filed November 13, 2003 (SEC File No. 1-31895).



                                     3



7.   All documents filed by us, subsequent to the date of this prospectus,
     under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
     Act of 1934, prior to the termination of the offering described herein.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for all purposes to the extent
that a statement contained in this prospectus or in any other subsequently
filed document which is also incorporated herein by reference modifies or
replaces such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this prospectus.

     We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, on written or oral request of
such person, a copy of any or all documents incorporated by reference in this
prospectus.  Requests for such copies should be directed to Odyssey, 3604
Swann Avenue, Tampa, Florida  33609, telephone (813) 876-1776, and directed to
the attention of John C. Morris, President.

CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS

     We are including the following discussion to inform our existing and
potential security holders generally of some of the risks and uncertainties
that can affect us and to take advantage of the "safe harbor" protection for
forward-looking statements afforded under federal securities laws. From time
to time, our management or persons acting on our behalf make forward-looking
statements to inform existing and potential security holders about us.
Statements that are not historical in nature, particularly those that utilize
terminology such as "may," "will," "should," "likely," "expects,"
"anticipates," "estimates," "believes" or "plans," or comparable terminology,
are forward-looking statements based on current expectations and assumptions,
and entail various risks and uncertainties that could cause actual results to
differ materially from those expressed in such forward-looking statements.
























                                     4



                               COMPANY SUMMARY

     Odyssey Marine Exploration, Inc. ("Odyssey," "we" or "us") is engaged in
the archaeologically sensitive exploration and recovery of deep-water
shipwrecks throughout the world.  We employ advanced state-of-the-art
technology including side scan sonar, remotely operated vehicles, or ROVs, and
other advanced technology, which enables us to locate and recover shipwrecks
at depths that were previously unreachable in an economically feasible manner.

     Our corporate offices are located at 3604 West Swann Avenue, Tampa,
Florida 33609.  Our telephone number is (813) 876-1776.

                                  RISK FACTORS

     Investing in the shares is very risky.  You should be able to bear a
complete loss of your investment.  In deciding whether to purchase the shares,
you should carefully consider the following factors, among others, as well as
information contained in this prospectus, our most recent annual report on
Form 10-KSB and quarterly reports on Form 10-QSB and the other documents
incorporated by reference into this Prospectus:

     SPECIAL RISKS OF THE BUSINESS.  An investment in a business such as that
of Odyssey should be considered extremely speculative and very risky. Although
we have access to a substantial amount of research and data, which has been
compiled regarding our various projects, the quality and reliability of such
research and data, like all research and data of its nature, is unknown.  Even
if we are able to plan and obtain permits for our various projects, there is a
possibility that the shipwrecks may have been salvaged, or may not have had
anything of value on board at the time of the sinking.  Furthermore, even if
objects of believed value are located and recovered, there is the possibility
that others, including both private parties and governmental entities,
asserting conflicting claims, may challenge our rights to the recovered
objects. Finally, even if we are successful in locating and retrieving objects
from a shipwreck and establishing good title thereto, there can be no
assurance as to the value that such objects will bring at their sale, as the
market for such objects is very uncertain.

     UNCERTAIN RELIABILITY OF RESEARCH AND DATA.  The success of a shipwreck
project will be dependent to a substantial degree upon the research and data
assimilated by us.  By its very nature, however, all such research and data
regarding shipwrecks, such as those sought by us, is imprecise, incomplete and
unreliable as it is often composed of or affected by numerous assumptions,
rumors, legends, historical and scientific inaccuracies and inaccurate
interpretations which have become a part of such research and data over time.

     NATURAL HAZARDS.  Underwater recovery operations are inherently difficult
and dangerous and may be delayed or suspended by weather, sea conditions or
other natural hazards.  Further, such operations may be undertaken more safely
during certain months of the year than during others. There can be no
assurances that we will be able to conduct our search and/or recovery
operations only during such favorable periods.  In addition, even though sea
conditions in a particular search location may be somewhat predictable, the
possibility exists that unexpected conditions in a search area may occur and
that such unexpected conditions might adversely affect our operations.
Further, it is possible that natural hazards may prevent or significantly
delay search and/or recovery operations.


                                     5



     UNCERTAIN TITLE TO OBJECTS LOCATED.  Persons and entities other than
Odyssey and entities it is affiliated with (both private and governmental) may
claim title to the shipwrecks.  Even if we are successful in locating and
recovering shipwrecks, there is no assurance that we will be able to establish
our rights to property recovered as against governmental entities, prior
owners, or other attempted salvors claiming an interest therein.

     UNCERTAIN MARKET FOR AND VALUE OF RECOVERED OBJECTS. It is difficult to
predict the price that might be realized from the sale of items that have been
recovered or may be recovered in the future from shipwrecks.  The value of the
recovered items will fluctuate with a precious metals market that has been
highly volatile in recent years.  Moreover, the entrance on the market of a
large supply of similar items from shipwrecks located and recovered by others
could itself depress the market for these items.

     DELAY IN DISTRIBUTION OR SALE OF RECOVERED OBJECTS.  The methods and
channels, which may be used in the disposition of the recovered items, are
uncertain at present and may include one or a combination of several
alternatives. Ready access to buyers for disposition of any artifacts or other
valuable items recovered, however, cannot be assured and delays in the
disposition of such items are very possible.

     THEFT.  If we locate a shipwreck and assert a valid claim to items of
value, there is a risk of theft of such items at sea, both before and after
their recovery, by pirates or poachers and while in transit to a safe
destination.

     COMPETITION.  There are a number of competing entities engaged in various
aspects of the shipwreck business.  One or more of these competing entities
may locate and recover the shipwreck that we are planning to locate and
recover.  In addition, these competing entities may be better capitalized and
may have greater resources to devote to their pursuit of the shipwreck than we
have.

     FAILURE TO OBTAIN PERMITS.  It is possible that we will not be successful
in obtaining title to, or permission to excavate the shipwrecks. In addition,
permits for the projects may never be issued, and if issued, may not be legal
or honored by the entities that issued them.

     GENERIC PREFERRED STOCK AUTHORIZED.  Our Articles of Incorporation
authorize the issuance of up to 10,000,000 shares of Preferred Stock. The
Board of Directors has the right to establish the terms, preference, rights
and restrictions of the Preferred Stock. Other companies on occasion have
issued series of such preferred stock with terms, rights, preferences and
restrictions that could be considered to discourage other persons from
attempting to acquire control of such companies and thereby insulate incumbent
management.  It is possible we could issue shares of our Preferred Stock for
such a purpose.  In certain circumstances, the existence of corporate devices
that would inhibit or discourage takeover attempts could have a depressant
effect on the market value of our Common Stock.








                                     6



                                USE OF PROCEEDS

     Odyssey will not receive any proceeds from the sale of the common stock
by the selling shareholders.

     To the extent that any of the warrants held by the selling shareholders
are exercised, up to approximately $9,870,000 may be received by Odyssey.  Any
net proceeds received from the exercise of the warrants will be used for
general corporate purposes.


                    RECENT MATERIAL CHANGES IN OUR BUSINESS

     There have been no material changes in our business since February 29,
2004, that have not been reported in our Reports on Form 10-QSB or Form 8-K,
except as follows:

     On May 24, 2004, we announced that Michael J. Holmes had become our new
Chief Financial Officer.  Mr. Holmes has more than 25 years experience in
financial management with Anheuser-Busch Companies, Inc. including Vice
President Finance at SeaWorld Orlando; Vice President Finance at Busch Gardens
Tampa Bay; Vice President Finance and CFO for Exploration Cruise Lines in
Seattle, Washington and Director Internal Audit Services for Anheuser-Busch in
St. Louis.  He has served as Controller for Odyssey Marine Exploration since
March 2004, when he joined the company to assist in development of tourist
attraction financial models and internal audit controls at the company.

     On July 22, 2004, we announced that David D. Howe had become our new
Chief Operating Officer, replacing George J. Becker, Jr., who was appointed
Executive Vice President.  Mr. Howe has over 20 years of senior management
experience in sales, marketing, and operations with several major public
companies, including Vice President of Operations Improvement for Nextel
Communications, and Senior Vice President of Operations for Aerial
Communications (VoiceStream) and Intermedia.


                            SELLING SHAREHOLDERS

     The securities being offered hereby are 14,930,034 shares being offered
for resale by certain shareholders.  Of those shares, the selling shareholders
currently hold 10,960,034.  Up to 3,950,000 shares are issuable upon exercise
of warrants held by the selling shareholders.  The shares are being offered
for the account of shareholders in the table below and their donees or
pledgees.

     The following table sets forth information concerning the selling
shareholders, including:

     *  the maximum number of shares currently held to be offered;

     *  the number of shares issuable upon exercise of warrants;

     *  the number of shares offered by each selling shareholder.





                                     7



Odyssey has no knowledge of the intentions of any selling shareholder to
actually sell any of the securities listed under the columns "Shares Offered."
There are no material relationships between any of the selling shareholders
and Odyssey other than as disclosed below.

                                           Ownership Before Offering
                                    ----------------------------------------
                                    Number of     Shares
                                    Shares        Issuable
                                    Currently     on Exer-
                                    Held to be    cise of       Shares
Selling Shareholder                 Offered       Warrants      Offered
-------------------                 ----------    ---------     --------
Adanic Capital Ltd. (1)                 50,000         -          50,000
Glenn C. Angstadt                       50,000       50,000      100,000
Daniel S. Bagley                        25,000       25,000       50,000
Bannon Private Equity Fund Ltd.           -         200,000      200,000
Michael V. Barton (2)                   20,000         -          20,000
BBACA, Ltd.                             10,000         -          10,000
Robert R. Bears, Jr.                   260,000      100,000      360,000
Robert R. Bears, Sr.                   260,000      100,000      360,000
George J. Becker, Jr. (3)               20,000         -          20,000
Bellestar Investments Corp.             23,000         -          23,000
Bison Investments                      120,000      120,000      240,000
Christina Blanchard POD
  Paul M. Blanchard                      8,000         -           8,000
Lyle C. Blanden                         80,000         -          80,000
Bleu Ridge Consultants, Inc.             5,000         -           5,000
Bleu Ridge Consultants, Inc.,
  Profit Sharing Plan & Trust           58,500      100,000      158,500
Jan Boltres                             20,000         -          20,000
Thomas Boltres and Arnoldine R.
  Boltres                               40,000         -          40,000
Brandar Group Ltd Partnership           12,500       12,500       25,000
Canyon Group LLC                       145,000      125,000      270,000
Charitable Remainder Trust of
  Mary Jane Brasel                      23,000       20,100       43,100
Charitable Remainder Trust of
  Susan Anne Brasel                     22,000       20,100       42,100
Charitable Remainder Trust of
  Timothy J. Brasel                     27,500       69,800       97,300
Theodore W. and Gina M. Cannarozzi     120,000      120,000      240,000
Charles W. and Jenny M. Ciolino         40,000       50,000       90,000
Charles W. Ciolino, Jr.                 40,000       50,000       90,000
Christopher & Company Ltd.              50,000       50,000      100,000
COMEX, SA (4)                           80,000         -          80,000
E. Eugene Cooke                         40,000         -          40,000
James E. Cooke                          60,000         -          60,000
Mark P. Cooke                          100,000      100,000      200,000
Christopher R. Cope                     50,000       50,000      100,000
Christopher R. Cope & Kathryn D.
  Cope, JTWROS                          50,000       50,000      100,000
Walter C. Copeland                      12,500       12,500       25,000
Equity Trust Co.,
  Custodian FBO Walter C. Copeland
  IRA 29865                             40,000         -          40,000
Robert A. Craig                         15,000         -          15,000


                                     8



Community National Bank, Cust FBO
  Michael L. Crifasi, IRA #332593       40,000         -          40,000
Michael L. Crifasi                     100,000       50,000      150,000
Curtis J. Dashiell and Connie R.
  Tanner-Dashiell, JTWROS               20,000       25,000       45,000
Blythe W. Ebbert, TTEE Blythe W.
  Ebbert Revocable Trust                 8,333        8,333       16,666
Eric R. Ebbert, TTEE Eric R. Ebbert
  Revocable Trust                        8,333        8,333       16,666
Hugh N. Farrior                        150,000         -         150,000
James L. Ferman, Jr.                   360,000      220,000      580,000
Neal J. Fink and Kenneth N. Fink,
  Co-Trustee  of Adele S. Fink
  Trust No. 2                           25,000       25,000       50,000
UBF Financial Services, Inc. f/b/o
  Neal J. Fink IRA                      75,000       75,000      150,000
Delaware Charter FBO
  Joseph D. Freedman IRA               100,000       60,000      160,000
Jay M. Garner                           20,000         -          20,000
Jay M. Garner and M. Connie Garner         789            0          789
Justin Gasarch                            -          60,000       60,000
Richard M. Gawlick & Linda J. Gawlick   25,000       25,000       50,000
Christopher Hall                           100         -             100
Daryl S. Hersch, IRA                    13,100       40,000       53,100
A. Teresa Hirsch                        25,000         -          25,000
J. L. Holdings                         400,000         -         400,000
Leonard H. Johnson                       2,000         -           2,000
Eric J. Jolly                           20,000         -          20,000
JYT Enterprises, Inc.                   50,000         -          50,000
Don Kagin                              100,000         -         100,000
Kagin's Inc.                            40,000         -          40,000
George E. Lackman, Jr., IRA(5)         100,000      100,000      200,000
Donald M. Lionetti                      20,000         -          20,000
LLB Communications, Inc. (6)            30,000         -          30,000
Patricia C. Loughery                    80,000       80,000      160,000
William A. Loughery                     20,000       20,000       40,000
Lowe Family Limited Partnership        261,000         -         261,000
Eugene Lundgren                         40,000         -          40,000
MacDougald Family Limited
  Partnership (7)                    3,500,000         -       3,500,000
Margaret M. McElroy                    100,000      100,000      200,000
Ronald J. Morrick and Enolia Ann
  Morrick, Tenants by the
  Entireties                            10,000       80,000       90,000
John C. Morris (8)                      50,000         -          50,000
Nelda D. Norbom Revocable Trust
  dated 4/25/00                         80,000       50,000      130,000
Robert E. Nussear, Sr.                  80,000         -          80,000
Richard A. Pawliger                    110,000       50,000      160,000
Delaware Charter TTEE Joseph J.
  Peirce Std IRA                        50,000       50,000      100,000
J.J. Peirce                            100,000      100,000      200,000
Howard M. Pritchard                    300,000         -         300,000
Howard M. Pritchard, IRA               200,000         -         200,000
Ken S. Protas                          192,000      125,000      317,000
Jerome Reinert                          28,000         -          28,000

                                     9



Keith Reinert                            6,000         -           6,000
Gordon Reinert                           6,000         -           6,000
P.N. Risser III, Trustee P.N. Risser
  III Revocable Trust                   44,500         -          44,500
Royal Griffin, Ltd                      24,000         -          24,000
Kenneth J. Sandstrom                   120,000      120,000      240,000
David and Christine Saul (9)           180,000      100,000      280,000
Sawyer Family Partners Ltd.            120,000         -         120,000
Jon D. Sawyer                           50,000       50,000      100,000
Brynne Williams Shaner                   8,333        8,333       16,666
William W. Shaner, III                   8,333        8,333       16,666
Steven R. Simpson                      260,000      100,000      360,000
Steven and Andrea Simpson              240,000      240,000      480,000
Clayton Sissons                         33,000       50,000       83,000
1017348 Alberta Ltd.                      -          50,000       50,000
David E.  Six and Jennifer L. Six       12,500       12,500       25,000
Robert Stemm                            74,100       32,500      106,600
Neal A. Stubbs                          80,000         -          80,000
Ernesto Tapanes                        100,000         -         100,000
Tiara Development II, Inc.              45,000       80,000      125,000
David G. Tibma                          50,000       50,000      100,000
Roy Truman                              25,000       25,000       50,000
David J. Wendt                          25,600         -          25,600
WIT Ventures, Ltd.                      15,000       30,000       45,000
Preston A. Whaley                      245,012         -         245,012
James K. Wiley                          40,000         -          40,000
Robert W. Baird & Co. Inc., TTEE FBO
  Jerry L. Williams, IRA               100,000      100,000      200,000
Margit Bessenyey Williams Revocable
  Trust dated 7/7/95                     8,333        8,333       16,666
Jane J. Williams Revocable Trust
  U/A dated 5/8/90                      50,002       50,002      100,004
Brooke Williams TTEE, Brooke
  Williams Revocable Trust              58,333       58,333      116,666
WIT Ventures, Ltd.                      15,000       30,000       45,000
Carolyn A. Yokley &
  John H. Yokley, Jr.                   40,000         -          40,000
                                    ----------    ---------   ----------
     Total                          10,960,034    3,950,000   14,930,034
___________

(1)   Greg Stemm, an Officer and Director of Odyssey, serves as the general
      Partner of Adanic Capital Ltd.

(2)   Michael V. Barton was Chief Financial Officer of Odyssey until May 24,
      2004.

(3)   George J. Becker, Jr. is Chief Operating Officer of Odyssey.

(4)   COMEX, SA is owned by Henri Delauze, a Director of Odyssey.

(5)   George Lackman is a Director of Odyssey.

(6)   LLB Communications is a company of which Michael V. Barton, former
      Chief Financial Officer of Odyssey, is an officer.


                                     10



(7)   MacDougald Family Limited Partnership is a principal shareholder of
      Odyssey.

(8)   John Morris is Chief Executive Officer and Chairman of the Board of
      Directors of Odyssey.

(9)   David Saul is a Director of Odyssey.


     The beneficial ownership of the selling shareholders after the offering
would be zero, except for the following persons:

                                          Beneficial Ownership
                                              After Offering
                                       ----------------------------
                                          Number of        Percent
                                         Shares Held       of Class (1)
                                       -----------------   --------
Adanic Capital Ltd.                         1,118,059        2.91%
Glen C. Angstadt                               55,000        0.14%
Daniel S. Bagley                               10,000        0.03%
Michael V. Barton                             307,115 (2)    0.80%
Robert R. Bears, Jr.                          465,000        1.21%
Robert R. Bears, Sr.                           34,000        0.09%
George J. Becker Jr.                          173,400 (3)    0.45%
Bellstar Investments Corp.                     20,000        0.05%
Lyle C. Blanden                                93,112        0.24%
Bleu Ridge Consultants, Inc.,
  Profit Sharing Plan & Trust                 145,752        0.38%
Jan Boltres                                    24,000        0.06%
Thomas Boltres and Arnoldine R.
  Boltres                                      65,027        0.17%
Brandar Group Ltd Partnership                  36,000        0.09%
Charitable Remainder Trust of Mary
  Jane Brasel                                  20,000        0.05%
Charitable Remainder Trust of Susan
  Anne Brasel                                  20,000        0.05%
Charitable Remainder Trust of
  Timothy J. Brasel                            27,500        0.07%
Theodore W. and Gina M. Cannarozzi              4,500        0.01%
Canyon Group LLC                              700,000        1.82%
Christopher & Company, Ltd.                     1,000        0.00%
Charles W. Ciolino, Jr.                         5,000        0.01%
E. Eugene Cooke                             1,193,887        3.10%
James E. Cooke                                301,870        0.78%
Mark P. Cooke                                 250,000        0.65%
Christopher R. Cope                           120,000        0.31%
Equity Trust Co.,
  Custodian FBO Walter C. Copeland
  IRA 29865                                   210,000        0.55%
Community National Bank, Cust FBO
  Michael L. Crifasi, IRA #332593              70,929        0.18%
Michael L. Crifasi                             43,863        0.11%
Hugh N. Farrior                                 3,000        0.01%
James L. Ferman, Jr.                           20,000        0.05%
Neal J. Fink and Kenneth N. Fink,
 Co-Trustee  of Adele S. Fink Trust No. 2     290,205        0.75%

                                     11



UBF Financial Services, Inc. f/b/o
  Neal J. Fink IRA                            215,205        0.56%
Delaware Charter FBO
  Joseph D. Freedman IRA                       43,800        0.11%
Justin Gasarch                                  6,000        0.02%
Richard M. Gawlick & Linda J. Gawlick          61,500        0.16%
Daryl S. Hersch, IRA                           38,000        0.10%
A. Teresa Hirsch                               35,000        0.09%
J.L. Holdings                                 114,000        0.30%
Don Kagin                                     384,604        1.00%
George E. Lackman, Jr., IRA                    62,500 (4)    0.16%
Donald M. Lionetti                             13,000        0.03%
Patricia C. Loughery                           80,000        0.21%
Eugene Lundgren                                26,300        0.07%
MacDougald Family Limited Partnership       3,594,008 (5)    9.35%
Margaret M. McElroy                           168,000        0.44%
John C. Morris                              1,589,129 (6)    4.11%
Nelda D. Norbom Revocable Trust
  dated 4/25/00                                89,627        0.23%
Robert E. Nussear, Sr.                          7,000        0.02%
Richard A. Pawliger                           122,876        0.32%
J.J. Peirce                                    51,900        0.13%
Delaware Charter TTEE Joseph J.
  Peirce Std IRA                               12,400        0.03%
Howard M. Pritchard, IRA                       10,000        0.03%
P.N. Risser III, Trustee P.N. Risser
  III Revocable Trust                          20,000        0.05%
Royal Griffin, Ltd                             19,000         0.05%
David and Christine Saul                      250,000 (7)    0.65%
Sawyer Family Partners Ltd.                    45,157        0.12%
Jon D. Sawyer                                  38,627        0.10%
Steven R. Simpson                             167,000        0.43%
Clayton Sissons                                65,000        0.17%
David E. Six and Jennifer L. Six               48,400        0.13%
Robert Stemm                                  259,548        0.67%
Ernesto Tapanes                               289,000        0.75%
Tiara Development II, Inc.                  1,050,000        2.73%
Roy Truman                                     25,000        0.06%
David J. Wendt                                 34,517        0.09%
James K. Wiley                                 33,000        0.09%
Robert W. Baird & Co. Inc., TTEE FBO
  Jerry L. Williams, IRA                       38,000        0.10%
Margit Bessenyey Williams Revocable
  Trust dated 7/7/95                            8,333        0.02%
Jane J. Williams Revocable Trust
  U/A dated 5/8/90                             19,200        0.05%
Brooke Williams TTEE, Brooke
  Williams Revocable Trust                     58,333        0.15%

______________

(1)  The percentage of ownership for each selling shareholder is based on
     38,455,599 shares outstanding as of June 25,2004.

(2)  Includes 157,115 shares held by Mr. Barton and his wife, and 150,000
     shares underlying currently exercisable stock options  held by Mr.
     Barton and his wife.

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(3)  Includes 23,400 shares held directly and 150,000 shares underlying
     currently exercisable stock options held by Mr. Becker.

(4)  Includes 62,500 shares underlying currently exercisable stock
     options held by Mr. Lackman.

(5)  Includes 13,594,008 shares held by MacDougald Family Limited
     Partnership (MFLP), MacDougald Management, Inc. (MMI), and James E.
     MacDougald.  The limited partners of MFLP are James E. MacDougald,
     his wife Suzanne M. MacDougald, and two trusts created for the
     children and grandchildren of Mr. and Mrs. MacDougald.  MMI is the
     general partner of MFLP.

(6)  Includes 1,364,129 shares held directly and 225,000 shares underlying
     currently exercisable stock options held by Mr. Morris.

(7)  Includes 100,000 shares held directly and 150,000 shares underlying
     currently exercisable options held by Mr. Saul.


The information concerning the selling shareholders may change from time
to time and will be set forth in supplements to this prospectus.


                             PLAN OF DISTRIBUTION

     The selling shareholders and their successors, including their
transferees, pledgees or donees of their successors, may sell the common stock
directly to purchasers or through underwriters, broker-dealers or agents, who
may receive compensation in the form of discounts, concessions or commissions
from the selling holders or the purchasers.  These discounts, concessions or
commissions as to any particular underwriter, broker-dealer or agent may be in
excess of those customary in the types of transactions involved.

     The common stock may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of sale, at prices related to the
prevailing market prices, at varying prices determined at the time of sale, or
at negotiated prices.  These sales may be effected in transactions, which may
involve crosses or block transactions:

     - on any national securities exchange on which the common stock
       may be listed, or U.S. inter-dealer system of a registered national
       securities association on which the common stock may be listed or
       quoted at the time of sale;

     - in the over-the-counter market;

     - in transactions otherwise than on these exchanges or systems or
       in the over-the-counter market; or

     - through the writing of options, whether the options are listed on
       an options exchange or otherwise.

     In connection with the sale of the common stock or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume.

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     The aggregate proceeds to the selling shareholders from the sale of the
common stock offered by them will be the purchase price of the common stock
less discounts and commissions, if any.  Each of the selling shareholders
reserves the right to accept and, together with their agents from time to
time, to reject, in whole or in part, any proposed purchase of common stock to
be made directly or through agents.  We will not receive any of the proceeds
from this offering.

     In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers.  In addition, in some states the
common stock may not be sold unless they have been registered or qualified for
sale or an exemption from registration or qualification requirements is
available and is complied with.

     The selling shareholders and any underwriters, broker-dealers or agents
that participate in the sale of the common stock may be "underwriters" within
the meaning of Section 2(11) of the Securities Act.  Any discounts,
commissions, concessions or profit they earn on any resale of the shares may
be underwriting discounts and commissions under the Securities Act.  Selling
shareholders who are "underwriters" within the meaning of Section 2(11) of the
Securities Act will be subject to the prospectus delivery requirements of the
Securities Act.  The selling shareholders have acknowledged that they
understand their obligations to comply with the provisions of the Exchange Act
and the rules thereunder relating to stock manipulation, particularly
Regulation M.

     In addition, any securities covered by this prospectus that qualify for
sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus.  A selling shareholder may not sell
any common stock described in this prospectus and may not transfer, devise or
gift these securities by other means not described in this prospectus.

     To the extent required, the specific common stock to be sold, the names
of the selling shareholders, the respective purchase prices and public
offering prices, the names of any agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement to, if appropriate, a post-
effective amendment to the registration statement of which this prospectus is
a part.

     The registration statement of which this prospectus is a part is being
filed pursuant to registration rights that we have provided to the selling
shareholders under applicable federal and state securities laws under specific
circumstances and at specific times.  We will pay all of the expenses incurred
in connection with the registration of the common stock.


                            DESCRIPTION OF SECURITIES

     Odyssey has 109,810,000 authorized shares of stock, consisting of
100,000,000 shares of common stock, having a par value of $.0001 per share,
and 9,810,000 shares of preferred stock, having a par value of $.0001 per
share.



                                     14



COMMON STOCK

     As of August 10, 2004, there were 38,455,599 shares of common stock
outstanding.  All such outstanding shares of common stock are fully paid and
non-assessable.  Each share of common stock has an equal and ratable right to
receive dividends when declared by the Board of Directors of Odyssey out of
assets legally available for that purpose and subject to the dividend
obligations of Odyssey to holders of any preferred stock then outstanding.

     In the event of a liquidation, dissolution or winding up of Odyssey, the
holders of common stock are entitled to share equally and ratably in the
assets available for distribution after payment of all liabilities, and
subject to any prior rights of any holders of preferred stock outstanding at
that time.

     The holders of common stock have no preemptive, subscription, conversion
or redemption rights, and are not subject to further calls or assessments of
Odyssey.  Each share of common stock is entitled to one vote in the election
of directors and on all other matters submitted to a vote of stockholders.
Cumulative voting in the election of directors is not permitted.

PREFERRED STOCK

     Preferred stock may be issued from time to time in one or more series,
and the board of directors, without further approval of the stockholders, is
authorized to fix the dividend rates and terms, conversion rights, voting
rights, redemption rights and terms, liquidation preferences and any other
rights, preferences, privileges and restrictions applicable to each series of
preferred stock.  The purpose of authorizing the board of directors to
determine such rights, preferences, privileges and restrictions is to
eliminate delays associated with a stockholder vote on specific issuances.
The issuance of preferred stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could, among other
things, adversely affect the voting power of the holders of common stock and,
under some circumstances, make it more difficult for a third party to gain
control of Odyssey.  There are currently no shares of preferred stock
outstanding.

WARRANTS

     This Prospectus covers the resale of common stock issuable upon the
exercise of certain warrants.  As part of a private placement, the conversion
of certain notes and the issuance of shares to a consultant that were
completed in August 2003, Odyssey issued warrants to purchase 4,917,500 shares
of common stock. Of these, warrants for the purchase of 3,917,500 shares
remain unexercised. The warrants give the holders the right to purchase shares
of common stock at $2.50 per share.  These warrants expire on October 5, 2005.

Also, as consideration for loans to the Company, an individual was
issued warrants that expire on March 31, 2005 for the purchase of 21,500
shares at $2.00 per share and for the purchase of 11,000 shares at $3.00 per
share.





                                     15



                                LEGAL MATTERS

     The legality of the shares offered hereby are being passed upon for
Odyssey by Krys Boyle, P.C., 600 17th Street, Suite 2700 South, Denver,
Colorado 80202.  Jon D. Sawyer, a shareholder in Krys Boyle, P.C.,
beneficially owns 303,784 shares of Odyssey's common stock, a portion of which
are being offered for resale by this prospectus.


                                    EXPERTS

     The financial statements appearing in our Annual Report on Form 10-KSB
for the fiscal year ended February 29, 2004, incorporated by reference in this
prospectus have been audited by Ferlita, Walsh & Gonzalez, P.A., independent
certified public accountants, to the extent and for the periods set forth in
their report, incorporated by reference herein, and are incorporated herein in
reliance upon such report given upon the authority of that firm as experts in
accounting and auditing.






































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