**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-QAmendment
        No. 1**
 
 **(Mark
        One)**
 
 **x**
              **QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
 
 **For
        the quarterly period ended: June 30, 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)
 
 **(201)
        355-2098**
 (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 xNo 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 oNo 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 oNo o
 
 APPLICABLE
        ONLY TO CORPORATE ISSUERS:
 
 There
        were 66,533,776 shares of Common Stock outstanding as of July 28, 2008.
  **PART
            I**
 
 Optigenex
            Inc. is referred to as “we”, “our” or “us”
  **EXPLANATORY
            NOTE**
  **Form
            10-Q/A**
  **Amendment
            #1**
  On
            August
            4, 2008, we filed our Form 10-Q for the quarterly period ended June 30,
            2008. On
            September 19, 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. As a result of this comment
            letter,
            we reassessed our internal control over financial reporting, specifically
            as to
            the matters contained below and filed this Amendment Number 1 to Form
            10-Q to
            amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
            June 30, 2008. Our reassessment is based on: (a) the matters addressed
            in
            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 1 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 1 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. We have also previously disclosed in Amendment Number
            2 to our
            Form 10-Q for the quarterly period ended March 31, 2008 that our disclosure
            controls and procedures were ineffective as of March 31, 2008.
  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 June 30, 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
            June 30, 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 June 30, 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 second 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