UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.   20549
                       _________________________

                            SCHEDULE 13D
              Under the Securities Exchange Act of 1934
                          (Amendment No. 5)

                     Odyssey Marine Exploration, Inc.
---------------------------------------------------------------------------
                            (Name of Issuer)

               Common Stock, $0.0001 par value per share
---------------------------------------------------------------------------
                    (Title of Class of Securities)
                                                                      
                              676118 10 2
---------------------------------------------------------------------------
                            (CUSIP Number)

                          James E. MacDougald
                   260 1st Avenue South, Suite 110
                    St. Petersburg, Florida 33701
                            (727) 823-9292
---------------------------------------------------------------------------
  (Name, Address and Telephone Number of Person Authorized to Receive 
                     Notices and Communications)
                                                                 
                          February 2, 2005
---------------------------------------------------------------------------
        (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to 
report the acquisition that is the subject of this Schedule 13D, and is 
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 
240.13d-1(g), check the following box [  ]





                               SCHEDULE 13D
CUSIP No. 676118 10 2                                    Page 2 of 7 Pages
___________________________________________________________________________

1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    MacDougald Family Limited Partnership
___________________________________________________________________________

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) [X]
                                                                (b) [ ]
___________________________________________________________________________

3   SEC USE ONLY
___________________________________________________________________________

4   SOURCE OF FUNDS

    Not applicable
___________________________________________________________________________

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
    ITEMS 2(d) OR 2(E)      [  ]
___________________________________________________________________________

6   CITIZENSHIP OR PLACE OF ORGANIZATION

    MacDougald Family Limited Partnership is organized as a Nevada limited
    partnership.
___________________________________________________________________________

        NUMBER OF SHARES          7    SOLE VOTING POWER
	BENEFICIALLY
	OWNED BY EACH
	REPORTING
        PERSON WITH                    2,314,008
                                  _________________________________________

                                  8    SHARED VOTING POWER

                                  _________________________________________

                                  9    SOLE DISPOSITIVE POWER

                                       2,314,008
                                  _________________________________________

                                  10   SHARED DISPOSITIVE POWER
___________________________________________________________________________

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,314,008
___________________________________________________________________________

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES :

___________________________________________________________________________

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    6.0%
___________________________________________________________________________

14  TYPE OF REPORTING PERSON

    PN
___________________________________________________________________________





                               SCHEDULE 13D
CUSIP No. 676118 10 2                                    Page 3 of 7 Pages
___________________________________________________________________________

1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    MacDougald Management, Inc.
___________________________________________________________________________
                                                        
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) [X] 
                                                                (b) [ ]
___________________________________________________________________________

3   SEC USE ONLY
___________________________________________________________________________

4   SOURCE OF FUNDS

    Not applicable
___________________________________________________________________________

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
    ITEMS 2(d) OR 2(E)      [  ]
___________________________________________________________________________

6   CITIZENSHIP OR PLACE OF ORGANIZATION

    MacDougald Management, Inc. is a Nevada corporation.
___________________________________________________________________________
        NUMBER OF SHARES          7    SOLE VOTING POWER
	BENEFICIALLY
	OWNED BY EACH
	REPORTING
        PERSON WITH                    2,314,008
                                  _________________________________________

                                  8    SHARED VOTING POWER
                                  _________________________________________

                                  9    SOLE VOTING POWER

                                       2,314,008
                                  _________________________________________

                                  10   SHARED DISPOSITIVE POWER
___________________________________________________________________________

11  SOLE VOTING POWER

    2,314,008
                         
___________________________________________________________________________

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES :

___________________________________________________________________________

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    6.0%
___________________________________________________________________________

14  TYPE OF REPORTING PERSON

    CO
___________________________________________________________________________





                               SCHEDULE 13D
CUSIP No. 676118 10 2                                    Page 4 of 7 Pages
___________________________________________________________________________

1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    James E. MacDougald
___________________________________________________________________________

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) [X]
                                                                  (b) [ ]
___________________________________________________________________________

3   SEC USE ONLY
___________________________________________________________________________

4   SOURCE OF FUNDS

    Not applicable
___________________________________________________________________________
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
    ITEMS 2(d) OR 2(E)      [  ]
___________________________________________________________________________

6   CITIZENSHIP OR PLACE OF ORGANIZATION

    United States
___________________________________________________________________________

        NUMBER OF SHARES          7    SOLE VOTING POWER
	BENEFICIALLY
	OWNED BY EACH
	REPORTING
        PERSON WITH                    2,314,008
                                  _________________________________________

                                  8    SHARED VOTING POWER
                                  _________________________________________

                                  9    SOLE DISPOSITIVE POWER

                                       2,314,008
                                  _________________________________________

                                  10   SHARED DISPOSITIVE POWER
___________________________________________________________________________

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,314,008
___________________________________________________________________________

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES :
___________________________________________________________________________

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    6.0%
___________________________________________________________________________

14  TYPE OF REPORTING PERSON

    IN
___________________________________________________________________________


 


    This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") hereby
amends and supplements the Schedule 13D originally filed with the 
Securities and Exchange Commission (the "Commission") on March 9, 2001 
(the "Initial Schedule 13D") by MacDougald Family Limited Partnership, a 
Nevada limited partnership ("MFLP"), MacDougald Management, Inc., a 
Nevada corporation ("MMI"), and James E. MacDougald (collectively, the 
"Reporting Persons"), as amended by Amendment No. 1 thereto filed on 
October 25, 2001 ("Amendment No. 1"), Amendment No. 2 thereto filed on 
November 20, 2003 ("Amendment No. 2"), Amendment No. 3 thereto filed on 
September 23, 2004 ("Amendment No. 3"), and Amendment No. 4 thereto filed 
on September 28, 2004 ("Amendment No. 4").  This Amendment No. 5, 
together with the Initial Schedule 13D, Amendment No. 1, Amendment No. 2, 
Amendment No. 3, and Amendment No. 4 are referred to collectively as the 
"Schedule 13D".  The information set forth in Item 1 below is being 
included for reference purposes, but no change has occurred with respect 
to such information.   Unless otherwise defined herein, all capitalized 
terms shall have the meanings ascribed to them in the Schedule 13D.
	
    This Amendment No. 5 is being filed to report the sale by the 
Reporting Persons of certain of the  outstanding shares of Common Stock 
(defined in Item 1 below) held by the Reporting Persons.

Item 1.  Security of Issuer

    This Amendment No. 5 relates to shares of common stock, $0.0001 par
value per share ("Common Stock"), of Odyssey Marine Exploration, Inc., a 
Nevada corporation (the "Issuer"), whose principal executive offices are 
located at 3604 Swann Avenue, Tampa, Florida 33609.  

Item 4.  Purpose of Transaction

    This amendment is being filed to report the sale by MFLP of an 
aggregate of 1,250,000 shares of Common Stock on February 2, 2005 in open 
market transactions.  

    With respect to its remaining holdings of Securities, MFLP will 
continue to monitor its investment in, and ownership of, the Securities 
and may, as result thereof, determine to sell, transfer, or exchange the 
Securities to affiliates or third parties through private placements or 
market sales, acquire additional Securities, warrants, or options, or 
maintain its ownership position.  

    Except as indicated in the Schedule 13D, the Reporting Persons have 
no plans or proposals which relate to or would result in:

    (a)  the acquisition by any person of additional securities of the 
         Issuer, or the disposition of securities of the Issuer;

    (b)  an extraordinary corporate transaction, such as a merger, 
         organization or liquidation, involving the Issuer or any of 
         its subsidiaries;

    (c)  a sale or transfer of a material amount of assets of the 
         Issuer or any of its subsidiaries;

    (d)  any change in the present board of directors or management of 
         the Issuer, including any plans or proposals to change the 
         number or term of directors or to fill any existing vacancies 
         on the board;

    (e)  any material change in the present capitalization or dividend 
         policy of the Issuer;

    (f)  any other material change in the Issuer's business or 
         corporate structure;


                             Page 5 of 7 Pages



    (g)  changes in the Issuer's charter, bylaws or instruments 
         corresponding thereto or other actions which may impede the 
         acquisition of control of the Issuer by any person;

    (h)  causing a class of securities of the Issuer to be delisted 
         from a national securities exchange or to cease to be 
         authorized to be quoted in an inter-dealer quotation system of 
         a registered national securities association;

    (i)  a class of equity securities of the Issuer becoming eligible 
         for termination of registration pursuant to Section 12(g)(4) 
         of the Act; or

    (j)  any action similar to any of those enumerated above.

Item 5.  Interest in Securities of Issuer

    (a)  As of the date of hereof, the Reporting Persons beneficially
         own an aggregate of 2,314,008 shares of Common Stock, which 
         represents approximately 6.0% of the shares of Common Stock 
         which were outstanding as of January 21, 2005 (as reported by 
         the Issuer in its definitive proxy statement filed on January 
         28, 2005).

    (b)  For purposes of Section 13 of the Securities Act of 1933, as 
         amended, MMI may be deemed to control MFLP, and James E. 
         MacDougald may be deemed to control MMI and MFLP.   Each of 
         the Reporting Persons may thus be considered to beneficially 
         own and to have sole voting and dispositive power with respect 
         to all the Securities beneficially owned by MFLP. 

    (c)  The sales of the Common Stock by the Reporting Persons since 
         those reported in this Amendment No. 4 is set forth in Exhibit 
         12 attached hereto and which is incorporated by reference 
         herein.

Item 7.  Material to Be Filed as Exhibits 

         Exhibit 12   Table of Transactions in the Common Stock by Reporting
                      Persons Since the Filing of Amendment No. 4.


                             Page 6 of 7 Pages



                                Signature

    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated:  February 4, 2005                  MACDOUGALD FAMILY
                                          LIMITED PARTNERSHIP

                                          By: MacDougald Management, Inc.
                                              its General Partner


                                          /s/ James E. MacDougald 
                                          -----------------------------
                                          James E. MacDougald,
                                          President


Dated:  February 4, 2005                  MACDOUGALD MANAGEMENT, INC.


                                          /s/ James E. MacDougald 
                                          -----------------------------
                                          James E. MacDougald,
                                          President


Dated:  February 4, 2005                  /s/ James E. MacDougald
                                          -----------------------------
                                          James E. MacDougald (Individually)


                             Page 7 of 7 Pages



                             INDEX TO EXHIBITS

Exhibit
Number                    Description of Exhibits
-------                   -----------------------

12	--	Table of Transactions in the Common Stock by Reporting 
                Persons Since the Filing of Amendment No. 4.