**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION** ****


WASHINGTON,
      D.C. 20549





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





**(Mark
      One)**


**xANNUAL
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





**oTRANSITION
      REPORT UNDER
      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
              incorporation
                or organization)
            
            (IRS
                Employer I.D. Number)





1170
                Valley Brook Ave., 2nd Floor, Suite B, Lyndhurst, NJ
            
            07071(Address
                of principal executive offices)
            
            (Zip
                Code)





Issuer's
      telephone number, including area code: (201) 355-2098





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, par value
      $0.001 per share.





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. 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





Issuer's
      revenues for the fiscal year ended December 31, 2007 were $465,970.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant, as of May 2, 2008, was $66,533 based upon
      the
      closing price of $0.001 for such date as reported on the Over-the-Counter
      Bulletin Board.





There
      were 66,533,776 shares of Common Stock outstanding as of May 2, 2008.





Transitional
      Small Business Disclosure Format (check one): Yes oNo x




**PART
          I**
 
 Optigenex
          Inc. is referred to as “we”, “our” or “us”
  **EXPLANATORY
          NOTE**
  **Form
          10-KSB/A**
  **Amendment
          #2**
  On
          May
          16, 2008, we filed our Form 10-KSB for the year ended December 31, 2007.
          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-KSB. 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 in Section 1, and filed
          this
          Amendment Number 2 to Form 10-KSB to amend the Company’s Annual Report on Form
          10-KSB for the year ended December 31, 2007. 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-KSB amends Item 8A of Part II of Form
          10-KSB
          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-KSB to modify or update other disclosures as presented in the original
          Form 10-KSB.
  **Item
          8A. Controls and Procedures**
  **Section
          1**
  **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.
  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 annual 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 December 31, 2007. The fact that we filed our Form 10-KSB
          30
          days late was attributable to having ineffective disclosure controls and
          procedures.
  
  We
          have
          taken the following initial steps and will continue to take more steps
          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.
  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.
  **Section
          2**
  **Management’s
          Annual Report on Internal Control over Financial
          Reporting:**
  Our
          management is responsible for establishing and maintaining adequate internal
          control over financial reporting. Our internal control over financial reporting
          is the process designed by and under the supervision of our Chief Executive
          Officer/Chief Financial Officer, or the persons performing similar functions,
          to
          provide reasonable assurance regarding the reliability of our financial
          reporting and the preparation of our financial statements for external
          reporting
          in accordance with accounting principles generally accepted in the United
          States
          of America. Management has evaluated the effectiveness of our internal
          control
          over financial reporting using the criteria set forth by the Committee
          of
          Sponsoring Organizations of the Treadway Commission (COSO) in Internal
          Control over Financial Reporting - Guidance for Smaller Public
          Companies .
  Under
          the
          supervision and with the participation of our Chief Executive Officer/Chief
          Financial Officer. or the persons performing similar functions, our management
          has assessed the effectiveness of our internal control over financial reporting
          as of December 31, 2007 and concluded that it is effective.
  This
          annual report does not include an attestation report of the Company’s registered
          public accounting firm regarding internal control over financial reporting.
          Management’s report was not subject to attestation by the Company’s registered
          public accounting firm pursuant to temporary rules of the Securities and
          Exchange Commission that permit the Company to provide only management’s report
          in this annual report.
  **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 fourth quarter of 2007. 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