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                       UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                        FORM 10-Q/A

 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: September 30, 2008
                                ------------------

Commission File Number: 0-17264
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                        Omagine, Inc.
    ----------------------------------------------------
   (Exact name of registrant as specified in its charter)


       Delaware                             20-2876380
  -----------------                     -------------------
State or other jurisdiction             (IRS Employer
of incorporation or organization)       Identification No.)


      350 Fifth Avenue, Suite 1103, New York, N.Y. 10118
      -------------------------------------------------
            (Address of principal executive offices)


                      (212) 563-4141
                 --------------------------
      (Registrant's telephone number, including area code)


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.   [x] Yes   [ ] No

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Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company.

Large accelerated filer[ ]                  Accelerated filer[ ]

Non-accelerated filer  [ ]          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  [x] No

As of November 13, 2008, the Registrant had outstanding
45,798,487 shares of Common Stock, par value $.001 per share.


















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                       EXPLANATORY NOTE
                       ----------------

This amendment on Form 10-Q\A (the "Amended Filing") to our
quarterly report on Form 10-Q for the period ended September 30,
2008 originally filed on November 13, 2008 (the "Original
Filing") is being made to include (i) the corrected language
required in Item 8A and Item 8A(T) and, (ii) the addition on the
signature page of the signature of the Company's principal
accounting officer.  We are also amending the language used in
the management Certifications attached as exhibits 31.1 and 32.1
to conform in all respects with the language set forth in Item
601(b)(31) and (32) of Regulation S-K. Exhibits 31.1 and 31.2
are also attached separately from the body of the Amended
Filing.

We are only amending and refiling those parts of the Original
Filing that have been changed. This Amended Filing does not
affect the Company's consolidated financial statements for any
period. This Amended Filing does not reflect events occurring
after the Original Filing, or modify or update those disclosures
affected by subsequent events. Information not affected by this
Amended Filing is unchanged and reflects disclosure made at the
time of the Original Filing. This Amended Filing should be read
in conjunction with the Original Filing, and the filings made
with the Securities and Exchange Commission subsequent to the
Original Filing, including any amendments to such filings.













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ITEM 4:  CONTROLS AND PROCEDURES

The Company carried out an evaluation under the supervision
and participation of management, including the Company's chief
executive and financial officer, of the effectiveness as of the
end of the period covered by this report of the design and
operation of the Company's disclosure controls and procedures
that are designed to ensure that information required to be
disclosed by the Company in this report is recorded, processed,
summarized and reported, within the time periods specified in
the SEC's rules and forms (an "Evaluation"). Disclosure controls
and procedures include, without limitation, controls and
procedures designed to ensure that information required to be
disclosed by the Company in this report is accumulated and
communicated to the Company's management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

Based upon that Evaluation, the Company's chief executive and
financial officer concluded that the Company's disclosure
controls and procedures were effective as of September 30, 2008.
The Evaluation did not identify the occurrence of any change in
the Company's internal control over financial reporting during
the third quarter of fiscal 2008 that materially affected or is
reasonably likely to materially affect, the Company's internal
control over financial reporting.

The Company is a non-accelerated filer and is required to comply
with the internal control reporting and disclosure requirements
of Sections 404 and 302 of the Sarbanes-Oxley Act for fiscal
years ending on or after December 15, 2007.

The Company adopted and is presently utilizing a web-based
software solution provided by an unaffiliated third party to
automate and streamline its Sarbanes-Oxley compliance program.
The product enables the Company to document and assess the
design of controls, track the testing of their effectiveness and
easily locate and remedy any deficiencies.



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                  PART II   -   OTHER INFORMATION


ITEM 6.    Exhibits



 (a)       Exhibits numbered in accordance with Item 601(a) of
           Regulation S-K

Exhibit
Numbers                Description
-------                -----------



31.1             Sarbannes-Oxley 302 certification *

32.1             Sarbannes-Oxley 1350 certification *


* Filed herewith.

















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                        SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

DATED: March 4, 2009
                                     OMAGINE, INC.
                                     (Registrant)


                                 By: /s/ Frank J. Drohan
                                 -------------------------
                                     Frank J. Drohan
                                     Chief Executive Officer
                                     and Chief Financial Officer


                                 By: /s/ William Hanley
                                    -----------------------
                                     William Hanley
                                     Controller and Principal
                                     Accounting Officer













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