As filed with the Securities and Exchange Commission on August 5, 2005
                                        SEC Registration No. 333-123650
===========================================================================

                   U.S. SECURITIES AND EXCHANGE COMMISSION

                        FORM S-3 REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                AMENDMENT NO. 1


                       ODYSSEY MARINE EXPLORATION, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Nevada
                 ----------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                                  84-1018684
                     ------------------------------------
                     (IRS Employer Identification Number)

                  5215 West Laurel Street, Tampa, Florida  33607
                              (813) 876-1776
          -------------------------------------------------------------
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                            John C. Morris, President
                  5215 West Laurel Street, Tampa, Florida  33607
                              (813) 876-1776
           ------------------------------------------------------------
           (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:

                               Jon D. Sawyer, Esq.
                                 Krys Boyle, P.C.
                     600 17th Street, Suite 2700 South Tower
                             Denver, Colorado  80202
                                 (303) 893 2300

Approximate date of commencement of proposed sale to the public:  As soon as 
practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a 
delayed or continuous basis pursuant to Rule 415 under the Securities Act, 
check the following box: [X]

If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following 
box and list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering:  [ ]

If this form is a post effective amendment filed pursuant to Rule 462(c) 
under the Securities Act, check the following box and list the Securities Act 
registration statement number of the earlier effective registration statement 
for the same offering: [ ] 

If delivery of the prospectus is expected to be made pursuant to Rule 434, 
please check the following box:  [ ]





                        CALCULATION OF REGISTRATION FEE

____________________________________________________________________________
                                    Proposed     Proposed
                                    Maximum      Maximum
Title of Each Class                 Offering     Aggregate     Amount of
of Securities to be  Amount to be   Price Per    Offering    Registration
    Registered       Registered     Unit         Price           Fee 
____________________________________________________________________________

Common Stock,        5,870,000(1)   $3.60(2)  $21,132,000.00   $2,487.24 (3)
$.0001 Par Value
____________________________________________________________________________

(1) To be offered by selling shareholders. 

(2)  Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(c) based on the average of the high and low sales prices 
of the common stock as reported on the American Stock Exchange on March 28, 
2005.

(3)  Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR 
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS 
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH 
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION 
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING 
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

 

























PROSPECTUS                    SUBJECT TO COMPLETION AUGUST 5, 2005
----------------------------------------------------------------------------


The information in this prospectus is not complete and may be changed.  The 
securities may not be sold until the registration statement filed with the 
Securities and Exchange Commission is effective.  This prospectus is not an 
offer to sell these securities and it is not soliciting an offer to buy these 
securities in any state where the offer or sale is not permitted.




                        ODYSSEY MARINE EXPLORATION, INC.


                        5,870,000 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 4, 2005, the closing price of the common stock was $5.45.



     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.







                                _______, 2005










                             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. . . . . . . . . . . . . . . . . . . . . . .   8

PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . .  10

DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . .  11

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . .  12

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12


 



























                                     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 transition period ended 
     December 31, 2004 (SEC File No. 1-31895).

2.   Amendment No. 1 to Annual Report on Form 10-KSB for the transition 
     period ended December 31, 2004 (SEC File No. 1-31895).

3.   Amendment No. 2 to Annual Report on Form 10-KSB for the transition 
     period ended December 31, 2004 (SEC File No. 1-31895).

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

5.   Current Report on Form 8-K, dated January 27, 2005 (SEC File No. 
     1-31895).

                                     3

6.   Current Report on Form 8-K, dated January 31, 2005 (SEC File No. 
     1-31895).

7.   Current Report on Form 8-K, dated February 23, 2005 (SEC File No. 
     1-31895).

8.   Current Report on Form 8-K, dated June 2, 2005 (SEC File No. 1-31895).

9.   Current Report on Form 8-K, dated April 21, 2005 (SEC File No. 1-31895).

10.  Current Report on Form 8-K, dated March 10, 2005 (SEC File No. 1-31895).

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

12.  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, 5215 
West Laurel Street, Tampa, Florida  33607, 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, that enables us to locate and recover 
shipwrecks at depths that were previously unreachable in an economically 
feasible manner.

     Our corporate offices are located at 5215 West Laurel Street, Tampa, 
Florida 33607.  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:

     Our business involves a high degree of risk.

     An investment in Odyssey is extremely speculative and of exceptionally 
high risk.  Although we have access to a substantial amount of research and 
data which has been compiled regarding various projects, the quality and 
reliability of such research and data 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 already been salvaged, or may not have had anything 
valuable on board at the time of the sinking.  Even if objects of value are 
located and recovered, there is the possibility that the cost of recovery 
exceeds the value of the objects recovered or that others, including both 
private parties and governmental entities, will assert conflicting claims and 
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 to them, 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.

     The research and data we use may not be reliable.

     The success of a shipwreck project will be dependent to a substantial 
degree upon the research and data we have obtained.  By its very nature, 
research and data regarding shipwrecks is imprecise, incomplete and 
unreliable.  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.

     Recovery efforts may be affected by 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 

                                     5


certain months of the year than others.  We cannot guarantee that we, or the 
entities we are affiliated with, will be able to conduct search and recovery 
operations only during favorable periods.  In addition, even though sea 
conditions in a particular search location may be somewhat predictable, the 
possibility exists that unexpected conditions may occur and adversely affect 
our operations.  It is also possible that natural hazards may prevent or 
significantly delay search and recovery operations.

     We may be unable to establish our rights to any objects we recover.

     Persons and entities other than Odyssey and entities we are affiliated 
with (both private and governmental) may claim title to the shipwrecks.  Even 
if we are successful in locating and recovering shipwrecks, we cannot assure 
you that we will be able to establish our right to property recovered against 
governmental entities, prior owners, or other attempted salvors claiming an 
interest therein. In such an event, we could spend a great deal of money and 
receive no revenue for our work.

     The market for any objects we recover is uncertain.

     Even if valuable items can be located and recovered, it is difficult to 
predict the price that might be realized for such items.  The value of 
recovered items will fluctuate with the precious metals market, which has 
been highly volatile in recent years.  In addition, the entrance on the 
market of a large supply of similar items from shipwrecks located and 
recovered by others could depress the market for these items.

     We could experience delays in the disposition or sale of recovered 
objects.

     The methods and channels that may be used in the disposition or sale of 
recovered items are uncertain at present and may include several 
alternatives. Ready access to buyers for any artifacts or other valuable 
items recovered cannot be assured.  Delays in the disposition of such items 
could adversely affect our cash flow.

     Objects we recover could be stolen from us.

     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. Such thefts may not be adequately covered by insurance.

     We face competition from others.

     There are a number of competing entities engaged in various aspects of 
the shipwreck business, and in the future other competitors may emerge.  One 
or more of these competing entities may locate and recover a shipwreck that 
we intend 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.



                                    6


     We may be unable to get permission to conduct salvage operations.

     It is possible that we will not be successful in obtaining title to, or 
permission to excavate certain wrecks.  In addition, permits that are sought 
for the projects may never be issued, and if issued, may not be legal or 
honored by the entities that issued them.

     Our articles of incorporation authorize generic preferred stock.

     Our articles of incorporation authorize the issuance of up to 10,000,000 
shares of preferred stock.  Our board of directors has the right to establish 
the terms, preference, rights and restrictions of the preferred stock.  Such 
preferred stock could be issued with terms, rights, preferences and 
restrictions that could discourage other persons from attempting to acquire 
control and thereby insulate incumbent management.  In certain circumstances, 
the existence of corporate devices that would inhibit or discourage takeover 
attempts could have a negative effect on the market value of our common 
stock.

                                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 $11,095,000 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 December 31, 
2004, that have not been reported in our Reports on Form 10-QSB or Form 8-K, 
except as follows:

     On July 5, 2005, we announced that Odyssey has been officially included 
in the Russell 3000, the Russell 2000, and the new Russell Microcap Indexes.

     On June 28, 2005, we announced that the discussions between Odyssey, the 
Kingdom of Spain, the United Kingdom, the United States, and the regional 
government of Andalucia, regarding the British warship HMS Sussex, as well as 
cultural interests and underwater archaeology in the region, have been 
ongoing. Greg Stemm, our Vice President, Research and Operations, has 
returned from talks with representatives of the Junta de Andalucia, where he 
was accompanied by representatives of both the U.S. and UK governments.

     While performing search, survey and archaeological work in the western 
Mediterranean, the Company located 23 shipwreck sites, produced 14 pre-
disturbance photomosaics, and completed preliminary excavations on 7 sites. 
The archaeological work, accomplished under the direction of Odyssey 
archaeologists Dr. Hawk Tolson and Neil Cunningham Dobson, resulted in the 

                                     7



recovery of a substantial number of artifacts which are undergoing 
conservation and study by Odyssey's research department to aid in 
identification of the sites. 

    Also on June 28, 2005, we announced that the Odyssey Explorer has joined 
a chartered side-scan survey vessel to work in the 2005 "Atlas" search area. 
Since announcing the start of the "Atlas" search project on May 4, 2005, 
Odyssey has identified approximately 275 targets and inspected 127 targets 
with ZEUS, one of the Company's Remotely Operated Vehicles (ROV). Because 
Odyssey's new side-scan sonar system allows crews to map the seafloor twice 
as fast as previous searches, having a deep-water ROV on a second ship to 
visually inspect targets is expected to result in a more efficient and 
productive search process. In addition, the weather window for the "Atlas" 
project typically ends in the fall while work can continue on the Sussex 
project year-round. The RV Odyssey remains in the western Mediterranean 
available to do preliminary work on the Sussex site until the Odyssey 
Explorer returns.

     On June 8, 2005 we announced that a newly formed subsidiary, Odyssey 
Marine Entertainment, Inc., will open an interactive shipwreck and treasure 
attraction in the French Quarter of New Orleans, Louisiana. The grand opening 
of the attraction is scheduled for August 27, 2005.  Located in the Jax 
Brewery, Odyssey's Shipwreck & Treasure Adventure is expected to appeal to 
the public fascination with shipwrecks and sunken treasure. The attraction 
will tell the stories behind some of the world's most famous shipwrecks, 
their treasure and historical artifacts, and will allow visitors to 
experience the adventure and excitement of deep-ocean shipwreck exploration 
through multiple hands-on exhibits. 

                            SELLING SHAREHOLDERS

     The securities being offered hereby are 5,870,034 shares being offered 
for resale by certain shareholders.  Of those shares, the selling 
shareholders currently hold 2,700,000.  Up to 3,170,000 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.

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.
 


                                     8



                                           Ownership Before Offering
                                    ------------------------------------
                                    Number of     Shares
                                    Shares        Issuable
                                    Currently     on Exer-
                                    Held to be    cise of       Shares
Selling Shareholder                 Offered       Warrants      Offered
-------------------                 ----------    ---------     --------

GLG North American Opportunity
  Fund                               1,000,000    1,000,000    2,000,000
Trinity Fund                           500,000      500,000    1,000,000
Drawbridge Global Macro Master
  Fund Ltd.                          1,008,000    1,008,000    2,016,000
Drawbridge Investment Partners         192,000      192,000      384,000
Greg Capello                                 0      235,000      235,000
Albert Mark Lelekacs                         0      235,000      235,000
                                     ---------    ---------    ---------
     Total                           2,700,000    3,170,000    5,870,000


     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)
                                       -----------------   --------

GLG North American Opportunity
  Fund                                     1,325,000         3.1%
Trinity Fund                                 320,000          *
Drawbridge Global Macro Master
  Fund Ltd.                                1,521,707         3.6%
Drawbridge Investment Partners               289,849          *
Greg Capello                                   --             --
Albert Mark Lelekacs                          63,000          *
______________

 *   Less than 1%.

(1)  The percentage of ownership for each selling shareholder is based on   
     42,468,724 shares outstanding as of July 25, 2005.

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





                                     9


                             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. 

     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 

                                     10

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.

COMMON STOCK

     As of July 25, 2005, there were 42,468,724 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.

                                     11

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.  Of the warrants, 2,700,000 were included in 
the units which were sold to four institutional investors in a private 
placement that was completed on March 10, 2005.  In addition, a total of 
470,000 warrants were issued to two assignees of the placement agent for the 
private offering as part of the commission for the offering.  The warrants 
give the holders the right to purchase common stock at an exercise price of 
$3.50 per share during the two year period expiring on March 9, 2007.

                                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 311,784 shares of Odyssey's common stock.

                                    EXPERTS

     The financial statements appearing in our Annual Report on Form 10-KSB 
for the transition period ended December 31, 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.










                                     12

               PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following expenses incurred in connection with the sale of the 
securities being registered will be borne by the Registrant. Other than the 
registration fee, the amounts stated are estimates. 

          Registration Fees . . . . . . . . . . . . . .  $ 2,487.24
          Legal Fees and Expenses . . . . . . . . . . .    5,000.00
          Accounting Fees and Expenses. . . . . . . . .    2,000.00
          Miscellaneous . . . . . . . . . . . . . . . .      512.76
                                                         ----------
              TOTAL . . . . . . . . . . . . . . . . . .  $10,000.00
                                                         ==========

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The only statute, charter provision, bylaw, contract, or other 
arrangement under which any controlling person, director or officer of 
Odyssey is insured or indemnified in any manner against any liability which 
he may incur in his capacity as such, is as follows:

     (a)  Subsection (1) of Section 78.751 of the Nevada Corporation Law 
empowers a corporation to "indemnify any person who is a party or is 
threatened to be made a party to any threatened, pending or completed action, 
suit or proceeding, whether civil, criminal, administrative or investigative, 
except an action by or in the right of the corporation, by reason of the fact 
that he is or was a director, officer, employee or agent of the corporation, 
or is or was serving at the request of the corporation as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, against expenses, including attorneys' 
fees, judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with the action, suit or proceeding if he acted 
in good faith and in a manner which he reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe his conduct 
was unlawful.  The termination of any action, suit or proceeding by judgment, 
order, settlement, conviction, or upon a plea of nolo contendere or its 
equivalent, does not, of itself, create a presumption that the person did not 
act in good faith and in a manner which he reasonably believed to be in or 
not opposed to the best interests of the corporation, and that, with respect 
to any criminal action or proceeding, he had reasonable cause to believe that 
his conduct was unlawful."

     Subsection (2) of Section 78.751 empowers a corporation to "indemnify 
any person who was or is a party or is threatened to be made a party to any 
threatened, pending or completed action or suit by or in the right of the 
corporation to procure a judgment in its favor by reason of the fact that he 
is or was a director, officer, employee or agent of the corporation, or is or 
was serving at the request of the corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, trust 
or other enterprise against expenses, including amounts paid in settlement 
and attorneys' fees actually and reasonably incurred by him in connection 

                                   II-1

with the defense or settlement of the action or suit if he acted in good 
faith and in a manner which he reasonably believed to be in or not opposed to 
the best interests of the corporation.  Indemnification may not be made for 
any claim, issue or matter as to which such a person has been adjudged by a 
court of competent jurisdiction, after exhaustion of all appeals therefrom, 
to be liable to the corporation or for amounts paid in settlement to the 
corporation, unless and only to the extent that the court in which the action 
or suit was brought or other court of competent jurisdiction determines upon 
application that in view of all the circumstances of the case, the person is 
fairly and reasonably entitled to indemnify for such expenses as the court 
deems proper."

     Subsection 78.751(3) further provides that "to the extent that a 
director, officer, employee or agent of a corporation has been successful on 
the merits or otherwise in defense of any action, suit or proceeding referred 
to in subsections 1 and 2, or in defense of any claim, issue or matter 
herein, he must be indemnified by the corporation against expenses, including 
attorneys' fees, actually and reasonably incurred by him in connection with 
the defense."

     (b)  Article VII of Odyssey's Articles of Incorporation provides that 
Odyssey is authorized to indemnify directors, officers, employees and agents 
to the full extent allowed for under the Nevada Business Corporation Act.

     (c)  Article XI of the Articles of Incorporation of Odyssey provides 
that no director, officer or stockholder of Odyssey shall be personally 
liable for damages for breach of fiduciary duty as a director or officer; 
provided, that this provision shall not eliminate liability of a director or 
officer for acts or omissions involving intentional misconduct, fraud or a 
knowing violation of law or payments or distributions in violation of Nevada 
law.

ITEM 16.  EXHIBITS.

Exhibit
Number    Description                         Location
                                              ---------

  3.1     Articles of Incorporation           Incorporated by reference to
                                              Exhibit 4.1 to the Company's
                                              Form S-8 Registration Statement
                                              (File No. 333-50325)

  3.2     Bylaws                              Incorporated by reference to
                                              Exhibit 4.2 to the Company's
                                              Form S-8 Registration Statement
                                              (File No. 333-50325)

  5       Opinion of Krys Boyle, P.C.,        Previously filed
          with respect to the legality of 
          the securities being registered




                                   II-2


 23.1     Consent of Ferlita, Walsh &         Filed herewith electronically
          Gonzalez, P.A., Independent
          Certified Public Accountants

 23.2     Consent of Krys Boyle, P.C.         Included in Exhibit No. 5

ITEM 17.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes: 

     (1)  To file, during any period in which offers or sales are being made, 
a post effective amendment to this registration statement: 

          (i)   To include any prospectus required by Section 10(a)(3) of the 
1933 Act; 

          (ii)  To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent 
post effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
registration statement. Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering range 
may be reflected in the form of prospectus filed with the Commission pursuant 
to Rule 424(b) ([Section] 230.424(b) of this chapter) if, in the aggregate, 
the changes in volume and price represent no more than a 20% change in the 
maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective registration statement.

          (iii) To include any material information with respect to the plan 
of distribution not previously disclosed in the registration statement or any 
material change to such information in the registration statement;  

Provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the 
registration statement is on Form S 3 or Form S 8, and the information 
required to be included in a post effective amendment by those paragraphs is 
contained in periodic reports filed by Odyssey pursuant to Section 13 or 
Section 15(d) of the 1934 Act that are incorporated by reference in the 
registration statement. 

     (2)  That, for the purpose of determining any liability under the 1933 
Act, each such post effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof. 

     (3)  To remove from registration by means of a post effective amendment 
any of the securities being registered which remain unsold at the termination 
of the offering.



                                   II-3


     The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Securities Exchange Act of 1934(and, where applicable, each filing of an 
employee benefits plan annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in this 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered herein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

     Insofar as indemnification for liabilities arising under the 1933 Act 
may be permitted to directors, officers and controlling persons of Odyssey 
pursuant to the foregoing provisions, or otherwise, Odyssey has been advised 
that in the opinion of the Commission such indemnification is against public 
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the 
event that a claim for indemnification against such liabilities (other than 
the payment by Odyssey of expenses incurred or paid by a director, officer or 
controlling person of Odyssey in the successful defense of any action, suit 
or proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, Odyssey will, unless in the 
opinion of its counsel the matter has been settled by controlling precedent, 
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the 1933 Act 
and will be governed by the final adjudication of such issue. 





























                                   II-4


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-3 and has duly caused this 
Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its 
behalf by the undersigned, hereunto duly authorized, in Tampa, Florida, on 
August 5, 2005.

                                   ODYSSEY MARINE EXPLORATION, INC.


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

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Amendment No. 1 to the Registration Statement has been signed by the 
following persons in the capacities and on the dates indicated:

        SIGNATURES                        TITLE                   DATE


/s/ John C. Morris             President and Chairman         August 5, 2005
John C. Morris                 of the Board of Directors


__________________________     Vice President and             
Gregory P. Stemm               Director


/s/ Michael J. Holmes          Chief Financial Officer        August 5, 2005
Michael J. Holmes              (Principal Financial
                               Officer)

/s/ David A. Morris           Secretary and Treasurer         August 5, 2005
David A. Morris                (Principal Accounting 
                               Officer)

/s/ George Knutsson            Director                       August 5, 2005
George Knutsson


/s/ David J. Saul              Director                       August 5, 2005
David J. Saul


/s/ George E. Lackman          Director                       August 5, 2005
George E. Lackman