**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q/AAmendment No. 2**





**(Mark
      One)**





**x**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**





**For
      the quarterly period ended: March 31, 2008**





**o**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**





**For
      the transition period _________ to____________**





**Commission
      file number: 000-51248**





**OPTIGENEX
      INC.**


(Exact
      name of small business issuer as specified in its charter)





**Delaware**
            
            **20-1678933**(State
                or other jurisdiction of
            
            (IRS
                Employer I.D. Number)incorporation
                or organization)





**1170
      Valley Brook Avenue, 2** **nd** **Floor Suite B, Lyndhurst, NJ 07071**


(Address
      of principal executive offices)





**(212)
      905-0189**


(Issuer’s
      telephone number)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o





Indicate
      by check mark whether the registrant is a large accelerated filer, and
      accelerated file, a non-accelerated filer, or a smaller reporting
      company.





Large
                accelerated filer o
            
            Accelerated
                filer oNon-accelerated
                filer o (Do not check if
                a smaller reporting company)
            
            Smaller
                reporting company x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 of 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. Yes o No
o





APPLICABLE
      ONLY TO CORPORATE ISSUERS:





There
      were 66,533,776 shares of Common Stock outstanding as of May 12, 2008.









**PART
      I**





Optigenex
      Inc. is referred to as “we”, “our” or “us”




**EXPLANATORY
      NOTE**




**Form
      10-Q/A**




**Amendment
      #2**




On
      May
      20, 2008, we filed our Form 10-Q for the quarterly period ended March 31, 2008.
      On July 31, 2008, we received a comment letter from the Securities and Exchange
      Commission’s Division of Corporation Finance (“the SEC”) regarding our internal
      control over financial reporting. On September 10, 2008, we filed Amendment
      Number 1 to our Form 10-Q. On September 19, 2008, we received another comment
      letter from the SEC pertaining to the revised disclosure of our internal control
      over financial reporting in Amendment Number 1. As a result of this second
      comment letter, we reassessed our internal control over financial reporting,
      specifically as to the matters contained below and filed this Amendment Number
      2
      to Form 10-Q to amend the Company’s Quarterly Report on Form 10-Q for the
      quarterly period ended March 31, 2008. Our reassessment is based on: (a) our
      misinterpretation of the matters addressed in July 31, 2008 comment letter
      and
      conducting a reassessment based on the September 19, 2008 comment letter; (b)
      consultation with our legal counsel; (c) consultation with our independent
      registered public accounting firm; and (d) our review of: (i) “Internal Control
      over Financial Reporting - Guidance for Smaller Public Companies published
      by
      the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”);
      (ii) Internal Control over Financial Reporting - Guidance for Smaller Public
      Companies published by COSO; and (iii) various SEC releases and SEC
      interpretative guidance regarding internal control over financial
      reporting.




This
      Amendment Number 2 to our Form 10-Q amends Item 4T of Part I of Form 10-Q and
      the Principal Executive Officer and Principal Financial Officer Certifications
      under Item 601(b)(31) of Regulation S-B (the “Amended Items”). In accordance
      with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”), the amended items have been amended and restated in their
      entirety. No attempt has been made in this Amendment Number 2 to our Form 10-Q
      to modify or update other disclosures as presented in the original Form
      10-Q.




**Item
      4T. Controls and Procedures**





**Evaluation
      of Disclosure Controls and Procedures:**




We
      maintain disclosure controls and procedures, as defined in Rules 13a-15(e)
      and
      15d-15(e) under the Exchange Act that are designed to insure that information
      required to be disclosed in the reports we file or submit under the Exchange
      Act
      is recorded, processed, summarized and reported within the periods specified
      in
      the Securities and Exchange Commission’s rules and forms and that such
      information is accumulated and communicated to our management, including our
      Chief Executive Officer/Chief Financial Officer, or the persons performing
      similar functions, to allow timely decisions regarding required
      disclosure.





As
      previously disclosed in Amendment Number 2 to our Form 10-KSB for the year
      ended
      December 31, 2007, we concluded that our disclosure controls and procedures
      were
      ineffective as of December 31, 2007. The fact that we filed our Form 10-KSB
      thirty (30) days late was attributable to having ineffective disclosure controls
      and procedures.




Under
      the
      supervision and participation of our Chief Executive Officer/Chief Financial
      Officer, or the persons performing similar functions, our management has
      evaluated the effectiveness of our disclosure controls and procedures as of
      the
      end of the period covered by this quarterly report. Based on that evaluation,
      our Chief Executive Officer/Chief Financial Officer, or the persons performing
      similar functions, concluded that our disclosure controls and procedures were
      ineffective as of March 31, 2008.








Specifically,
      in Amendment Number 2 to our Form 10-KSB for the year ended December 31, 2007
      we
      outlined certain steps that we felt were necessary to strengthen our disclosure
      controls and procedures, in order to evaluate and remedy the deficiencies and
      to
      test these procedures and controls on an ongoing basis. Those steps are repeated
      below:




1.
            We
                are seeking to hire a Chief Financial Officer, or an employee who
                will
                perform the functions of a Chief Financial Officer, who will strengthen
                our disclosure controls and procedures by implementing procedures
                that
                enhance the recording, processing, summarizing and reporting of the
                information which we are required to file within the time periods
                specified in the Commission’s rules and forms. This individual will also
                be responsible for simplifying certain accounting procedures and
                arrange
                for the training of any additional accounting personnel that we may
                hire
                in the future, which will be beneficial to strengthening our disclosure
                controls, expand our documentation of accounting transactions and
                related
                reviews, improve the timeliness and quality of financial reports
                to
                management, and improve the communication between our accounting/finance
                department and all sectors of our business;2.
            We
                will increase our use of outside advisors to improve our quality
                of
                disclosure.





As
      of
      March 31, 2008 we had not yet hired a full time Chief Financial Officer to
      perform the functions described above as a result, we have concluded that our
      disclosure controls and procedures were ineffective as of March 31, 2008. We
      will continue to seek to hire a qualified Chief Financial Officer or an employee
      to perform the functions described above. Currently we rely on the services
      of
      an outside consultant to assist management in performing these functions.




**Evaluation
      of Changes in Internal Control over Financial Reporting:**




Under
      the
      supervision and with the participation of our Chief Executive Officer/Chief
      Financial Officer, or those persons performing similar functions, our management
      has evaluated changes in our internal controls over financial reporting that
      occurred during the first quarter of 2008. Based on that evaluation, our Chief
      Executive Officer/Chief Financial Officer, or those persons performing similar
      functions, did not identify any change in our internal control over financial
      reporting that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.




**Important
      Considerations:**




The
      effectiveness of our disclosure controls and procedures and our internal control
      over financial reporting is subject to various inherent limitations, including
      cost limitations, judgments used in decision making, assumptions about the
      likelihood of future events, the soundness of our systems, the possibility
      of
      human error, and the risk of fraud. Moreover, projections of any evaluation
      of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions and the risk that









the
      degree of compliance with policies or procedures may deteriorate over time.
      Because of these limitations, there can be no assurance that any system of
      disclosure controls and procedures or internal control over financial reporting
      will be successful in preventing all errors or fraud or in making all material
      information known in a timely manner to the appropriate levels of
      management.




**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.





**OPTIGENEX
                INC.**/s/
                Daniel ZwirenDaniel
                Zwiren
              Chief
                Executive Officer




Dated:
      October 14, 2008








In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




Signature
            
            Title
            
            Date/s/ Daniel
                Zwiren
            
            Chairman
                of the Board
              Chief
                Executive Officer (Principal Executive Officer)
              Chief
                Financial Officer (Principal Accounting Officer)
            
            October
                14, 2008Daniel
                Zwiren